BY-LAWS OF THE HAITIAN ASSOCIATION OF INDIANA, A NOT FOR PROFIT CORPORATION

ARTICLE I    ASSOCIATION

• The name of the Association shall be: HAITIAN ASSOCIATION OF INDIANA (hereinafter “Association”)
• The Association shall have a seal  which shall be in the following form: (Describe)
• The Association may at its pleasure by a vote of the membership body change its name.

ARTICLE II     PURPOSES

The following are the purposes for which this Association has been created:

Mission Statement and Scope
The mission of the Association is to unite and serve all Haitians living in Indianapolis and its surrounding areas.

Goals

• The goal of the Association is to promote the welfare of the Haitian community in Indiana.
• Empower the Haitians in their local community and promote the Haitian culture throughout the greater Indianapolis area. 
• It will also endeavor to foster awareness and commitment to the civil and political rights of Haitian people through advocacy and legal representation.
• It will also serve as a resource hub to bring together other existing Associations such as churches, non-profit Associations, and medical missions located in Indiana with various interest levels in Haiti.  This would ensure that best practices are learned and shared which would improve efficiency in serving the overall welfare of the Haitian people both here and at home.
• The Association will also endeavor to instill in the Haitian-American y outh, which often find itself at the crossroad of two very inherently different cultures, a sense of culture and direction and achievement anchored its own history as a people. 

ARTICLE III     MEMBERSHIP

Membership in this Association is open to all: Individual membership, students’ membership, family membership.  Privileges will accompany membership status in order to create incentive that will encourage participation.


ARTICLE IV      MEETINGS

The annual membership meeting of this Association shall be held on the 1st of first month of the year each and every year except if such day be legal holiday.  Then in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws.

The secretary shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book in this Association a notice telling the time and place of such annual meeting.

Regular meeting of this Association shall be held (location to be determined)

The presence of not less than (100%) percent of the officers shall constitute a quorum and shall be necessary to conduct the business of this Association; but a lesser percentage may adjourn the meeting for a period of not more than four (4) weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of the date scheduled meeting to be sent to all those members who were not present at the meeting originally called.  A quorum as herein before set forth shall be required at any adjourned meeting.

Special meetings of this Association may be called by the president when he deems it for the best interest of the Association.  Notices of such meeting shall be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set forth for such special meeting.  Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called.  At the request of the president (100%) percent of the members of the officers or (100%) percent of the members of the Association, the president shall cause a special meeting to be called but such request must be made in writing at least  ten (10) days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE V     VOTING

At all meetings, except for the election of officers and directors, all votes shall be by voice.  For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE VI O RDER OF BUSINESS

• Roll Call.
• Reading of the minutes of the preceding meeting.
• Reports of the committees.
• Reports of Officers.
• Old and Unfinished Business.
• New Business.
• Adjournments.

ARTICLE VII      BOARD OF DIRECTORS

The business of this Association shall be managed by a Board of Directors consisting of five (8 ) members, together with the officers of this Association.  At least one of the directors elected shall be a resident of the state of Indiana and a citizen of the United States.

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this Association in the same manner and style as the officers of the Association and they shall serve for a term of two (2) years.

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

The Board of Directors shall meet twice (2) a year and only three (3) officers can be part of the Boar of Directors; the secretary, the treasury and the President.

No less than (100%) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the date assigned by the board.

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

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

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

The President of the Association by virtue of his office shall be Chairman of the Board of Directors.

The Board of Directors shall select from one of their members a secretary.

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

ARTICLE VIII     ADVISORY BOARD

Definition and functions:

The advisory board will be a body that advises the board of directors on management of the Association but will not have authority to vote on Association matters.

Its primary function will be to advise as to the overall goals and directives of the association.  It will provide input to the governing body and advise on ways of creating and implementing its vision.  It will recommend system improvements in policy and practice of the Association and help to improve their effectiveness.

Furthermore, the advisory should consist of five (5) Officers and six (6) elected members.

The Officers should serve their term as determined by the By-Laws and the rest of the Board will have two (2) term requirement as prescribed by the By-Laws.

Meetings Requirements: The advisory board should meet not less than twice a year.

All five officers should be part of the Advisory Board.

ARTICLE IX      OFFICERS

The initial officers of the Association shall be as follows:

President:  The president will serve a two (2 ) year term with an additional term if approved by the board.
Vice President: The VP will serve a two (2) year term as approved by the By-Laws.
Secretary: The secretary will serve a two (2) year term as approved by the By-Laws.
Treasurer: The treasurer will serve a two (2) year term as approved by the By-Laws
Public Relations Officer (“PRO”) : The PRO will serve a two (2) year term as approved by the By-Laws.

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

The Vice President shall in the event of the absence or inability of the president to exercise his office become acting president of the Association with all the rights, privileges and powers as if he has been duly elected president.  Furthermore, the president is in an interim role until the board decides on a president elect.

The secretary shall keep all minutes and records of the Association in appropriate books.
It shall be his duty to file any certificate required by any statute, federal or state.
He shall give and serve all notices to members of this Association. 
He shall be the official custodian of the records and seal of this Association.
He may be one of the officers required to sign the checks and drafts of the Association.
He shall present to the membership at any meetings any communication addressed to him as secretary of the Association.
He shall attend to all correspondence of the Association and shall exercise all duties incident to the office of Secretary.

The treasurer shall have the care and custody of all monies belonging to the Association and shall be solely responsible for such monies or securities of the Association.  He shall cause to be deposited in regular business bank or trust company a sum of not exceeding $200.00 and the balance of the funds of the Association shall be deposited in a saving bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non profit Association in the state.
He must be one of the officers who shall sign checks or drafts of the Association.  No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
He shall render at state periods (6 months) as the Board of Directors shall determine a written account of the finances of the Association and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
He shall not seek any investment opportunities with the fund of the Association without the explicit and written consent of the entire board of directors.

He shall exercise all duties incident to the office of Treasurer.

The Public Relations Officer shall research and analysis followed by continuous evaluation of an Association or campaign strategy by: conducting focus group, coordinating surveys, researching recent articles and reports; or commissioning market research.
Establish and maintain cooperative relationships with representatives of community, consumer, and the state and various public interest groups.

Prepare or edit Associational publications for internal and external audiences, including employee newsletters and stockholders' reports.

Respond to requests for information from the media or designate another appropriate spokesperson or information source
He or she shall study the objectives, promotional policies and needs of the Association to develop public relations strategies that will influence public opinion or promote ideas, products and services related to the mission of the Association.

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

ARTICLE  X  ELECTION; QUALIFICATIONS; TERM OF OFFICE

The members of the Association entitled to vote and who are at least 18 years of age, shall elect the officers of the Association in November, whose terms of office shall be two (2) years beginning the first day of January following their election.  The officers shall be installed in office at the first meeting in January following the elections.  The officers shall be elected by show of hands or secret ballot.  Nominations shall be gathered during the three (3) months prior to the November elections.  No member shall be lected an officer who is not a member in good standing of the Association and at least 18 years of age on the day of the election.  As used in these Bylaws, “a member in good standing” means that the member is not delinquent in the payment of his or her dues to the Association and is not under current expulsion or suspension.  An officer who is absent for three (3) consecutive duly-noticed meetings of th board of directors shall show cause why his or her position shall not be declared vacant by the Board of Directors.  The remaining members of the Board of Directors shall vote on the removal of such officer from office and may elect a replacement officer for the remainder of the term.  The members of the Association shall be advised of the replacement of the officer at the next general members’ meeting.  Unless removed, as provided for above, each officer will hold office until otherwise, may be filled by the Board of Directors for the unexpired portion of the term.  No officer shall be elected to the same office or shall serve in the same office for more than two (2) consecutive terms.   

ARTICLE XI        SALARIES

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

ARTICLE XII      COMMITTEES

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

The permanent committees shall be creating activities that aim at raising awareness about Education, Community reach out, Youth program, Social and Cultural program, Special events, Funds raising Activities etc.

ARTICLE XII       DUES

The dues of this Association shall be $ __25____ per annum and shall be payable on June 1st of the fiscal year.

ARTICLE XIV      AMENDEMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less that 75% percent of the members of the board.

ARTICLE XV FISCAL YEAR

The fiscal year of the Association shall be from January 1 through December 31 of each year.