Federation Bylaws

CONSTITUTION/BYLAWS OF THE HAITIAN FEDERATION OF THE WEST & MIDWEST

The Constitution/By-Laws of the Haitian Federation of the West & Midwest (HFWM) was adopted unanimously by its founding General Assembly on July 5, 2014 in the State of Illinois, City of Evanston.

The Founding Members of the HFWM are:

Illinois:

Haitian Congress to Fortify Haiti

DuSable Heritage Association

Operation S.O.S.

Haitian American Professional Network

Min Kontre Organizasyon

La Gonave Economic Help Organization

New Jerusalem Evangelic Church

Indiana:

Haitian Association of Indiana

National Association of Haitian Professionals

Minnesota:

The Haitian Community of Minnesota

Haitians In Common

Missouri:

Haitian Community Center of the Midwest

Washington State:

Washington State Haitian Society

The HFWM is a regional non-profit coalition of organizations and individuals working to support the work of its member organizations to strengthen the Haitian Diaspora and Haiti. The Federation seeks Haitian organizations for membership from states under the jurisdiction of the Haitian Consulate situated in Chicago. (Jurisdiction of the Haitian Consulate of Chicago is strictly a geographical designation and does not indicate control over the Federation in any way whatsoever).

PREAMBLE/VISION

The HFWM seeks:

To save upcoming Haitian generations from actual and the constant threats of poverty, and dehumanization, which throughout Haiti’s long history have kept the country at the bottom of the human indices of development;

To protect the fundamental rights, dignity, worth and equality of all Haitians;

To put forth benchmarks by which the Haitian Federation of the West & Midwest can measure the progression of its work and to create conditions under which to enforce respect and accountability for the obligations arising from the commitments made;

To promote social integration, civic engagement, social progress, economic progress and self reliance, human advancement and better standards of life for all Haitians in Haiti and in the Diaspora;

To employ competency and resources to unite our brothers and sisters in and out of Haiti, our children, our friends and our allies;

To promote and maintain the welfare of the Haitian Diaspora and true democracy in Haiti based on constitutionally democratic principles and unbiased rules of law;

To partner with local and national Haitian consulates and the Embassy of the Republic of Haiti in Washington, D.C. and elsewhere to promote the global wellbeing of the Haitian people throughout the Haitian Diaspora;

To partner with local and national, state and international civic and/or governmental agencies to promote the wellbeing of the Haitian people throughout the Haitian Diaspora and the Haitian nation;

To commit to participate in the democratic process of reaching decisions and to strictly adhere and execute decisions of the majority even when one has a minority position;

Whereas these organizations and individuals, to reach these aims, have agreed to the Constitution/By-Laws of the Haitian Federation of the West & Midwest, and thereby, have established the regional coalition of organizations and individuals known as the Haitian Federation of the West & Midwest;

We, the members of the HFWM,

Believing that since all of humanity’s problems such as poverty, dehumanization, discrimination, exploitation, inequitable division of resources, etc., are men-made phenomena with their respective and adequate human solutions as well.

Believing that solving such problems has historically required focused and sustained human engagement, treatment, ingenuity and commitment;

Believing that we humans have the capacity to continue to find solutions to these social/economic problems and even to limitations we find in our natural environment;

Believing that the strength of the Haitian nation goes hand in hand with the strength of the Haitian Diaspora, and therefore organizing, reinforcing, and managing the resources of the Haitian Diaspora will allow Haitians to better fulfill the needs of the actual and succeeding generations;

Having resolved to join efforts to create a coalition of organizations of Haitian people, and having agreed to the present Constitution, do hereby found a regional organization to be known as the HAITIAN FEDERATION OF THE WEST & MIDWEST (HFWM)

BYLAWS

ARTICLE I NAME

1.01 Name

The name of the organization is the HAITIAN FEDERATION OF THE WEST & MIDWEST, hereinafter referred to as HFWM.

ARTICLE II PURPOSES/MISSION

Purpose/Mission

HFWM is a non-profit Corporation and shall be operated exclusively for All purposes allowable within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code of the IRS.

The purpose/MISSION of the HFWM is:

To strengthen the Diaspora to strengthen Haiti;

By supporting the development of the capacity of member organizations to carry out their missions through exchange of knowledge and other resources;

By unifying with the member organizations and collaborating with others to strengthen Haiti and empower Haitians on local, regional, national and international levels.

2.2

(a)NototherprovisionofthesenooftheHFWM shalltakeactionorcarryonactivityoronbehalfoftheHFWM its corporate status;

(b)UponterminationordissolutionoftheHFWMassetslawfullyfordistributionbetoone(1)ormorequalifyinginoftheRevenueCodeof1986 ;

ARTICLE III

MEMBERSHIP

Membership

(a)legallyestablished acceptCodeofHFWM areforAssociations wiHFWM Morethanoneorganizationbe Associations wi

(b): Organizations, Individual Notables,acceptCodeof

(c)These organizations and

Individuals are situated outside the geographical jurisdiction of the 27 states. They provide financial, logistical and other in-kind support for the HWMF. They may not vote. However, they may participate in the General Assembly as non-voting members.

SPONSORED/BENEFICIARY ORGANIZATIONS: These organizations receive support from the HFWM. They may not vote. However, they may participate in the General Assembly as non-voting members.

ARTICLE IV ADMISSION

4.01 Admission

(a)foraMemberbesubmittedtotheBoardofnotlessthanonetheorfourtheofthe Assembly the

(b)TheofanannualontotheAssemblypriorto themeetingof the Assembly.

(c)beadmittedofitsowithathirdsmajorityofthoseortheAssemblyonthevoteofasimplemajorityof those

(d) for admission of the be

i) a

ii)athethattheis in good standing

iii)thethethatitwillco-operatewiththe its dues to the

iv) ofone dues calculatedto Article VI of

ARTICLE V

TERMINATION OF MEMBERSHIP

AND OF ASSOCIATION

5.01 Termination

Any Member which desires to resign must notify its intention in writing to the Board of Directors 30 days prior to the effective date of resignation;

(b)MemberthetheDirectors,orthebebytheAssemblyatwo-thirdsmajorityofthoseandthattheforontheagenda.theCommitteetheoftheAssemblytofailureontheofMembertocomplywiththeofthesebylaws.

ARTICLE VI

DUES

Dues

Dues of all Not-For-Profit voting members of the HFWM shall be set at $200.00 per year payable within 30 days of becoming a voting member.
Dues of all affiliate/advisory members of HFWM shall be set at $100.00 per year and payable within 30 days of becoming an affiliate/advisory member.
Dues of youth members (to be defined) shall be set at $10.00 per year and payable within 30 days of becoming a youth member.
Each Member shall pay its dues to the Federation annually. The dues of the current year are considered as payable on or before January 1st of each year or within 30 days of becoming a member of HFWM.
The dues of the Members shall be determined by the Board of Directors with the approval of the General Assembly.
The Board of Directors may, in special cases, modify the condition of dues payment of Members if need be.
The expenses of the Federation shall be covered by the dues of all Members, together with such voluntary contributions (from members or other sources) and funds from other sources as may be available. In no circumstances shall any Member be required to pay any sum in excess of its own dues.

ARTICLE VII GENERAL ASSEMBLY

Definition

(a)TheAssemblyistheoftheprincipalintosuchareassignedtoittheThe Assembly

(b)Thebodythe Assemblyofthe

(c)All (for profit and not-for-profit within the 27 states) the to be in the Assembly. the right to onevote the Assembly.

(d)All notables, from qualified states which do not have not-for–profit organizations represented, have the to be to vote in the Assembly.

Attributions and Authority

General Assembly is the supreme organ of the HFWM. Its principal powers, in addition to such others as are assigned to it by the bylaws, are the following:

To ratify election of the Board of Directors;
To ratify the removal of members of the Board of Directors found by the Board to have violated the By-laws and Internal rules of the HWMF by a majority of a quorum;
To ratify the election of a member of Board of Directors to fill the vacancy created by the removal;
To decide the general action and policy of the Federation, to vote on the structure and functions of the Board of Directors, and consider any matter relating to the operating relations among the Midwest Haitian Organizations in accordance with the bylaws;
To review and/or ratify measures taken by the Board of Directors for coordinating the activities of the committees, sub-committees, and other such entities as the Board of Directors may see necessary;
To adopt general standards to govern the operations of the Board of Directors; and

To adopt its own rules of procedure and agenda, by a majority of a quorum;

To ensure, at its annual sessions, the transparent reporting of the work and managerial operations of the Federation by the Board of Directors;

To ensure that the Board of Directors respect the bylaws, rules, and regulations of the HFWM.

Delegation

The entire power of the General Assembly is vested in the Board of Directors for the purpose of governance of the HFWM between the annual meetings of the General Assembly;

(b)TheAssemblyshallexerciseitswithtotheprovisionsofthe

(c)TheAssemblyconveneannuallyduringtheinaccordancewiththeofAttheofthenextsessionbeinwiththe of

(d)for theAssemblycannotbe theit intheCityStatewheretheisunlessoneoftheshouldmakeatimelyofferofasiteinitsintheofofthemaythatthewillinthat

(e)specialwiththeapprovaloftwothirdsofthethe of shall aspecial session of the

(f) Decisions of the General Assembly shall be adopted by the affirmative vote of an absolute majority of the voting members, except in those cases that require a two thirds vote as provided in the by-laws or as may be provided by the General Assembly in its rules of procedure.

(g) In time of crisis, where the Board of Directors, or the Executive Committee failed to convene a special session of the General Assembly, a two-third of the Organization members, whose official membership is in good standing, and duly verified, may convene the special session of the General Assembly to discuss the procedures, and necessary actions in accordance with the bylaws to respond to the crisis.

Preparatory Committee

(a)The Board CommitteeoftheofoftheOrganizationsconsultedforthesession,

i)thedraft of asession ofthe Assembly;

ii)ReviewtheproposedoftotheGeneralAssemblyareport containingthe to be

iii)out other the Assembly it;

iv)The Preparatory Committee shall prepare and distribute the minutes of the previous session of the general assembly, the draft agenda and any relevant reports 30 days prior to the upcoming general assembly to of the

ARTICLE VIII BOARD OF DIRECTORS (Quorum = simple majority)

Number of Directors

The Board of Directors shall consist of at least one non-profit organization from each of the 27 qualifying states which have joined the HFWM. The HFWM shall have a board of directors consisting of at least seven (7) but not more than 27 directors. Within these limits, the Board may function. The Board may stagger the terms of directors to ensure continuity.

8.2 Powers

The overall administration, government and management of the property, business, assets and affairs of the HFWM shall be vested in the Board of Directors. The Board of Directors is ratified (elected) by the General Assembly.

Terms

(a)All be to serveatwo-year theterm maybeuntil a been

(b)

(d) serve

(e)Theterm ofshall be to begin January1 on December31 ofthe in unless the is until such time a

(f)Nopersonwhileservingaoftheoritssponsorbeto serve

Qualifications and Election of Directors

In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and represent a Not-for-Profit organization duly registered in one of the states under the geographical jurisdiction of the Consulate General of Haiti in Chicago. The ratification of directors to replace those who have fulfilled their term of office shall take place at the General Assembly in July of each year.

Removal of Directors

In case of prolonged absence, refusal, inability or neglect to perform the duties of his office, of any director, ex officio director or Additional Director, a director may be removed by two- thirds vote of the board of directors then in office, or the absolute majority of the General Assembly, in the following manner;

In the case of removal of an elected director, the Board of Directors, by the vote of a majority of a quorum, may recommend to the members the removal of such director from office. In the event of such recommendation, such director may be removed from office by the affirmative vote of two-thirds of the Board of Directors. The notice of such meeting, which shall be given not less than twenty-one (21) days before the date of such meeting, shall state that a purpose of such meeting is to vote upon the removal of such director.

Directors may be removed for the following causes:

The director is absent and unexcused from 25% of the meetings of the board of directors in a twelve month period or the General Assemblies of the HFWM in a thirty-six month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or:

for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case 30 days in advance, and is given the opportunity to be heard at a meeting of the board.

Board of Directors Meetings

Regular Meetings shall be scheduled every 30 days and notice with agenda and minutes shall be distributed at least five (5) days' notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone.

Emergency meetings of the board may be called by the President, Vice-President, Secretary, Treasurer, or any three (3) other directors of the board of directors. A special meeting must be preceded by at least two (2) days notice to each director of the date, time, and place of the meeting.

Manner of Acting

(a)AmajorityofthedirectorsinimmediatelybeforeameetingconstituteafortheofthatoftheNoshallbethe meeting which a is not

(b)requiredlawtheoftheofthemajorityof the at a which aquorum is shall be of the

(c)Ontheoccasionthatoftheboardaretomakeadecisiononanumberofvotes,thepresidentorintheofpresencethepowertoswingthe votebased on

(d)law,theArticlesoforthesemayinaortheuseofanymeansofparticipatingsimultaneouslyhearotherduringtheincluding invideotelephoniccall,inofthe

(e)A Board member may give written proxy to another Board member to vote for him or her at a specific meeting.

Compensation for Board Service

Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.

Informal Action By The Board of Directors

The Board of Directors may use email or text messages to approve actions, as long as a verifying quorum of board members gives consent.

ARTICLE IX COMMITTEES

Committees

The Board of Directors shall create as many committees or sub-committees as necessary based upon the need of the Federation in accordance with the bylaws, the rules, regulations and program of work put forth.

Executive Committee

The Executive Committee shall be composed of the following officers of the HFWM the Federation:

The Chairman of the Board/President of HFWM;

The Vice Chairman of the Board/Vice-President;

The Treasurer;

The Vice Treasurer;

The Executive Secretary;

The Vice Executive Secretary;

The Executive Director is staff and not a member of the Executive Committee.

The Executive Committee shall report its actions to the Board of Directors at any regular meeting of the Board of Directors which shall report its actions to the General Assembly at any regular meeting of the General Assembly. During the intervals between the meetings of the Board of Directors, the Executive Committee may exercise all the powers of the Board of Directors in the management of the business and affairs of the Federation as delegated, except for matters which require board members’ approval or approval of a majority of all members;

The Finance Committee shall be chaired by the Treasurer who will manage the treasury and fundraising needs of the HFWM. It shall consist of the treasurer, the Vice Treasurer, the bookkeeper, the fundraiser and associated functionaries;

Note: Chairman of the Board or the Chairman of a committee may delegate members of the professional or executive staff of the Federation or any Affiliated or Beneficiary Organization or Sponsor Organization as non-voting members of committees subject to Board approval. Except as officers of any committee shall have been designated by the Chairman of the Board or by these By-Laws, each committee shall have the power to designate its own officers and to prescribe its own rules of procedure not inconsistent with these By-Laws.

ARTICLE XII OFFICERS

Positions

The officers of the Federation shall include a Chairman of the Board/the President, the Vice Chairman of the Board/ Vice President, the Treasurer, the Vice Treasurer, the Executive Secretary and the Vice Executive Secretary, all of whom shall be elected from among the members of the Board of Directors and ratified by the General Assembly;

Chairman of the Board/President of HFWM

The Chairman of the Board/President shall be the principal officer of the Federation.

(i)ThedutiesoftheChairman ofthe:presidingtheofstandingtemporaryuponthe of the of He/shebeanon-votingmemberofthe amember of other with the voting asother

(ii) The Chairman/President shall report to the Board of Directors on the work of the Federation and its Affiliated Organizations, Sponsor Organization, and Beneficiary Organizations;

(iii) The Chairman/President shall be responsible to prepare requisite information for the appropriate committees of the Board with respect to the annual budget of the Federation and with respect to the problems which the Board may desire to analyze, to study either in the work of the Federation or in the work of the Affiliated Organizations, Sponsor Organizations, and Beneficiary Organizations;

Vice Chairman of the Board/Vice President

(a)The Vice Presidents shall assist the President in the discharge of his / her duties as the President may direct and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. In the absence of the President or in the event of his / her incapacity, inability or refusal to act, the Vice Presidents shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

The Treasurer

i)He/shehavefunds,stocks,bonds,titleothervaluableotherpropertybelongingtotheThe shall causefunds ofthe bedeposited in thename oftheinof/shestocks,bonds,othertobedepositedintheoftheinagencyorwiththeof

ii)ThetreasurershallkeepotherpropertycanbesoinsafevaultsintheCityof ,intheofthethe ofDirectors.

b) The Treasurer shall cause books to be kept containing a detailed account of all funds received and expended, which books shall be open for inspection and examination by the Board of Directors.

iii)TheshallonthetheTreasurytheannualmeetingtheoftheofsuchothertimestheofAttheofhis/herhe/sheshallthebooks,papers,fundsotherpropertyofthetohis/her in

iv)

v)The Treasurer shall ensure that the books of the

vi)The Treasurer shall submit a draft organizational budget to the Board by October of every year for final approval by or before December 15th of every year for the upcoming fiscal year.

vii)The Treasurer shall collect dues.

The Vice Treasurer

The Vice-Treasurer shall assist the Treasurer and be prepared to step into the role of the Treasurer in his or her absence, or in the event of his / her incapacity, inability or refusal to act. He or she shall also assist in fundraising and pursue grants for the HFWM.

Executive Secretary

The Executive Secretary shall keep an accurate record of the meetings of the Members and of the Board of Directors. He / she shall have custody of the corporate seal. He / she shall issue all calls and notices for meetings and conduct all correspondence as directed by the Board. At the expiration of his/ her term of office he / she shall deliver all books and papers in his / her possession belonging to the Federation to his / her successor in office.

Vice Executive Secretary

The Vice Executive Secretary shall assist the Secretary in the execution of his or her duties, or to replace the Secretary in the event of his / her incapacity, inability or refusal to act and be prepared to replace him or her in the event of incapacity.

STAFF

Executive Director

The Executive Director works as support staff to all of the officers troubleshoots all issues and makes sure that all of the logistical issues are addressed. He or she shall also assist in fundraising, pursuit of grants and preparation of budgets. He or she is accountable to the Board and carries out duties as assigned.

Bonding

The officers and directors of the Federation may be bonded in such amounts and with such surety as shall be satisfactory to the Board of Directors. Premiums on such bonds shall be paid by the Federation.

12.3 Authorized Signature

The Chairman of the Board/President, the Vice Chairman/Vice President, the Treasurer, and such other officers and persons, or any one or more of them, as may be designated by the Board of Directors, shall sign orders and checks for money which shall have been appropriated by the Board of Directors; shall sign orders, assignments, deeds and other documents and papers as may be required for the withdrawal, assignment, conveyance, sale and delivery of stocks, bonds, mortgages, securities and other property, which shall have been sold by the Board of Directors, or by the Finance Committee; shall have access of the safe deposit boxes of the Federation; and shall, in the name and on behalf of the Federation, accept and receipt for contributions, gifts, bequests, legacies and all other monies, property and receipts of the Federation. Not less than two (2) signatures shall be required to sign any of the above-listed documents and for expenditures not-to exceed $5,000.00. Three (3) signatures are required for expenditures greater than $5,000.00.

Loans

No loans shall be contracted on behalf of the federation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

Elections of Officers

The Board shall appoint a Nominating committee to prepare for upcoming elections. It shall be the duty of the members of the Nominating Committee, selected pursuant to these By-Laws, to submit nominations for the officers to be elected by the Board of Directors at the meeting provided for in these By-Laws for this and related purposes. A list of such nominees shall be sent to all members of the Board of Directors at least thirty (30) days before any such meeting. Since such process would not have yet been adopted within the appropriate amount of time prior to the first General Assembly, nominations of candidates to fill the positions of officers of the HFWM will be taken from the floor.

ARTICLE XIII

MEETINGS

13.01 Meetings

(a)TheAssemblymeetingofthebeplacedesignated theofDirectors(45)

(b)At theannual General Assembly the oftheshall submit areportofthefortheprecedingthemeetingtheareportofaoftheofthefor

13.02 Special Meetings

(a)oftheHFWM maybetheofthe orthe ofshallbeintheCityof__ maybedesignatedtheoftheortheofDirectorsoruponthemajorityvoteoftheoftheAssemblybe

The call for a special meeting shall specify the purpose for which the meeting is called and no other business than that mentioned in the call shall be transacted at such meeting. Written or printed notice of such meeting shall be mailed to each member at least ten (10) days prior to the time fixed for such meeting.

(b)Atanymeeting,absolutemajorityofmembersinoraquorum.thereisnothe

ARTICLE XIV CONFLICT OF INTEREST

No Director or committee member shall actively participate in or vote upon a decision on any matter in which he or any member of his immediate family (parent, child or spouse) may have a financial interest. Provided that appropriate disclosure has been made as required by this Article XV, nothing herein contained shall prevent Directors, committee members or organizations with which they are associated from serving, counseling, selling to, or contracting with the Federation. Failure of any Director or committee member to disclose a financial interest, as described herein, shall be reviewed by the Executive Committee for appropriate action. Any recommendation made by the Executive Committee must be approved by a majority of the entire Board.

ARTICLE XV

DATA MANAGEMENT POLICY

Policy

(a)Allshouldbe electronicallysaved fortheoperationofthe

(b)The everynow then, establish management to or or aforspecific of records in to also to preserving property

ARTICLE XVI SPECIFIC CATEGORIES

Federation Documents.

The Federation records include the Federation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request by the Treasurer.

Tax Records.

(a)The includedocuments payroll, proofofmadedonors,otherdocumentsthe

(b)Thearenotlimitedtotheinarticle19.02,shouldbeinfor theoffilingthereturn, must be in to be a time the of

Labor /Personnel Data.

(a) As a general document retention policy, the Federation, if necessary, will keep possession of labor and personnel data. Nevertheless, State and federal statutes require the Federation to keep certain recruitment, personnel, and labor data. The Federation would also keep private files that reflect evaluations, complaints, and performance reviews and important matters, or complaints brought against the Federation or individual employees under applicable state and federal statutes. The Federation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and decisions made by or against personnel. Those documents should be retained for seven years. Retirement and pension records should be kept permanently. Other employment and staff records should be retained for seven years.

Board and Committee Materials.

(a)Alltomeetingminutesshouldbeinperpetuityintheminutebook.AcopyotherCommittee shouldbefornolessthanthethatareelectronicallysavedthe

(b)Theshouldofpublicly documents thetheorythat the should haveits own copyto theaccuracydocumentamemberthepublictheoreticallythe

(d)Allofsalesfortheoftimeshouldbeforaofthatlicenses,otherlegal be for seven beyond the lifeof the

(e)topropertyprotectionintheirpatentsTheshoulddocumentsastrade information for least thelifeof thetrade

(f)AllofbindingtheshouldTheshouldoftheforat thelifeof the longer in theof publicly

(g) correspondence categorylisted in this nonshould generallysaved forAll must be within a

(h)Allpayableshouldbekeptforsevenyears.slipsshouldbeforofsuppliesandanyinvoicesshouldbefor Allmustbewithinsuchatotransittotheir must bekept in their duringthe life the

(i)Whetherorreports,shouldbeAlldocumentsmustbewithinato to theymust be in their duringthe life ofthe

(j) audit reportsshould be auditshould be documentsmustbewithinatototheirmustbeintheirduringthelife ofthe

Electronic Mail.

All E-mail that needs to be retained should be either:

(i) Printed in hard copy and kept in the appropriate file; or

(ii) Downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

ARTICLE XVII TRANSPARENCY & ACCOUNTABILITY

FINANCIAL PUBLIC DISCLOSURE POLICIES

Purpose

As a Federation, the HFWM intends to shelter the public trust in general, and the Haitian community in the Midwest/ West region in particular. By making full and accurate electronic disclosure of information about its mission, activities, finances, and governance publicly available, HFWM’s intent is to practice and promote transparency and accountability.

The specifics of this policy will remain consistent with the following:

IRS Documents

The Haitian Federation of the West and Midwest shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge on its website and upon demand.

IRS Annual Information Returns (Form 990)

HFWM shall submit the Form 990 to its board of directors prior to filing such form with the IRS as a matter of internal policy.

Board & General Assembly

(a)AllMidwestAssemblybetothepublicwiththe

(b)AlldocumentstheAssemblytheboardshallbetothepublicfollowingthemeetingarewiththetheboard amotion to make anyspecificpaper or

ARTICLE XVIII MISCELLANEOUS

Books and Records

The Federation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by the General Assembly, or the board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the Federation shall keep a copy of the Federation’s Articles of Incorporation and Bylaws as amended to date.

Fiscal Year

The fiscal year of the Federation shall be from January 1 to December 31 of each year.

Conflict of Interest

The Board shall adopt and periodically review a conflict of interest policy to protect the Federation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board- delegated powers.

Nondiscrimination Policy

The directors, officers, committee members, employees, and persons served by this Federation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Haitian Federation of the West & Midwest not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, and physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

ARTICLE XIX

19.1 Rules of Order

ROBERT’S RULES OF ORDER

The Federation shall endeavor to follow the current edition of Robert's Rules of Order Newly Revised.

ARTICLE XX AMENDMENTS

The By-Laws may be amended by the Board of Directors upon written notice of the proposed amendment at any of its meetings. Such amendments shall be ratified by the General Assembly at its next scheduled meeting provided that the Chairman of the Board/ President submitted included such amendment on the agenda of the General Assembly. Such proposed amendments shall be submitted in writing at least 30 days prior to the Board meeting at which such amendment will be discussed. An amendment can be approved by a simple majority of a quorum of the Board.

ARTICLE XXI

DISSOLUTION:

If for some reason, the Federation is no longer needed, the General Assembly, by a two-third affirmative vote, shall have the authority to dissolve it and dispose of its remaining asset and membership list after executing all payments of any and all liabilities and obligations of the Federation.

CHILDREN

OF AFRICA

CONSTITUTION/BYLAWS OF THE HAITIAN FEDERATION OF THE WEST & MIDWEST