A Charitable Organization for Basic Education and Child Nutrition
14096 Eagle Chase Circle, Chantilly, VA 20151 USA
Tel: 703-378-5069 – Fax: 703-378-6913 –
e-mail: AbonguiABB@Yahoo.com
Employer Identification Number (EIN): 01-0610131

 BYLAWS OF ABONGUI ABB Adopted by the General Assembly of January 2, 2002

 ARTICLE I – NAME, PURPOSE

Section 1: The name of this organization shall be ABONGUI ABB.
Section 2: This corporation is organized exclusively for charitable purposes to promote basic education, adult literacy and cultural community development. More specifically, this organization will support primary and secondary education, school-based child nutrition and maternal health, access to drinking water in rural communities, and socio-cultural community development. Within its areas of interest as specified above, this corporation focuses by order of importance on the following three geographical areas: (i) the village of Abongui-Morokro (Republic of Côte d’Ivoire – Ivory Coast, West Africa) which is the Chiefdom the Abongui Tribe; (ii) the other eleven (11) villages that form together the Abongui Tribe along with Abongui-Morokro; and (iii) the County of Fairfax, Virginia (United States of America) where the corporation is located.

ARTICLE II - MEMBERSHIP

Section 1: Membership shall consist only of the members of the Board of directors.

ARTICLE III – ANNUAL MEETING

 Section 1: Annual meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called either by the Chairman of the Board or by any Board member.
Section 3: Notice. Notice of each meeting shall be given to each Board member by mail, fax or e-mail not less than ten days before the meeting.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board is responsible for both the overall policy and direction of the organization as well as for its day-to-day operations. The Board shall have up to three (3) and not fewer than two (2) members. The board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least once every three months (quarterly), at an agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve five (5) year terms, but are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least two thirds (2/3) of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member have written notice by mail, fax or e-mail two weeks in advance.
Section 7: Officers and Duties. There shall be three (3) officers of the Board consisting of a Chairman, a Director of Operations, and a Director of Finance. Their duties are as follows: The Chairman shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Director of Operations and Director of Finance. Moreover, the Director General and Chairman of the Board shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Director of Operations shall be responsible for ensuring that all activities of the organization are exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. If necessary, the Director of Operations will chair committees on special subjects as designated by the Board. The Director of Finance shall make a report at each Board meeting, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Chairman two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member^s term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Chairman. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a two-thirds vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chairman or any member of the Board. Notices of special meetings shall be sent out by the Chairman to each Board member by mail, fax, or e-mail postmarked two weeks in advance.

ARTICLE V - COMMITTEES

 Section 1: The Board may create committees as needed, such as fundraising, special events, etc. The Board Chair appoints all committee chairs.
Section 2: The Executive Committee. The Board of Directors also serves the role of an Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes the two other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

 ARTICLE VI - AMENDMENTS

 Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Chairman to be sent out with regular Board announcements. These Bylaws were revised and approved at a meeting of the Board of Directors of ABONGUI ABB on June 20, 2002.

Mr. Kouassi Soman, Director General and Chairman of the Board.
Ms. Mae Olinger, Director of Operations.
Mrs. Virginia Connell, Director of Finance.