Orphans International America - Board of Directors

Orphans International America
Incorporation & By-Laws

CERTIFICATE OF INCORPORATION
OF
ORPHANS INTERNATIONAL AMERICA
UNDER SECTION 402 OF THE
NOT-FOR-PROFIT CORPORATION LAW

Revised Sept. 4,, 2002
Website and tepyright 2001 Orphans International America;
Photgraph this page copyright 2001 Jennifer Howd, New York, N.Y.
note: the background of this website is whitewashed cement block,
typical of proposed Orphans International Haiti housing.

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The undersigned, a natural person of the age of eighteen (18) or over, desiring to form a corporation pursuant to the Not-for-Profit Corporation Law, does hereby certify:

1. The name of the corporation is Orphans International America (the �Corporation�).

2. The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the New York Not-for-Profit Corporation Law (the �NPCL�) and shall be a Type B corporation under Section 201 of the NPCL.

3. The Corporation is formed to support orphans and destitute, delinquent, abandoned, neglected or dependent children and adolescents living in the developing world (the �Project Areas�) by providing them with housing, education, training, employment, medical services and other assistance which provides care and promotes self-sufficiency and independence. In furtherance of this charitable and educational purpose, the Corporation shall:

(a) facilitate the establishment, operation and maintenance of orphanage campuses in the Project Areas;

(b) facilitate the establishment, operation and maintenance of health care centers and medical services in the orphanage campuses in the Project Areas;

(c) facilitate the establishment, operation and maintenance of elderly care and housing in the orphanage campuses in the Project Areas;

(d) facilitate the establishment, operation and maintenance of schools within or separate from the orphanage campuses in the Project Areas starting from elementary school through high school;

(f) develop and implement vocational training and skills development programs for orphans living in the Project Areas leading to employment and independent living as adults;

(g) inform the public about the Project Areas and increase the public�s awareness of the situation of children living in the Project Areas; and

(h) conduct any and all lawful activities, including but not limited to fund raising, which may be useful in accomplishing the foregoing purposes or in supporting organizations with similar purposes.

Nothing contained in this Certificate of Incorporation shall authorize the Corporation to establish, operate or maintain schools at any level or provide for courses at any topic within the State of New York, or to solicit contributions for any such purpose.

Nothing contained in this Certificate of Incorporation shall authorize the Corporation to establish, operate or maintain a hospital, a home care services agency, a hospice, a health maintenance organization, or a comprehensive health services plan, as provided for by Articles 28, 36, 40 and 44, respectively, of the Public Health Law, within the State of New York, or to provide hospital service or health related service within the State of New York, or to solicit any funds, contributions or grants, from any source, for the establishment or operation of any hospital within the State of New York.

Nothing contained in this Certificate of Incorporation shall authorize the Corporation to establish, operate, or maintain an adult home, residence for adults or enriched housing program as provided for by Article 7 of the Social Services Law within the State of New York, or to solicit contributions for any such purpose.

Nothing contained in this Certificate of Incorporation shall authorize the Corporation to establish, operate or maintain orphanages or day care centers, campuses, housing or the like for destitute, delinquent, abandoned, neglected or dependent children, within the State of New York, or to solicit contributions for any such purpose.

4. In furtherance of the foregoing purposes, the Corporation shall have all the general powers enumerated in Section 202 of the NPCL and such other powers as are not or hereafter permitted by law for a corporation organized for the foregoing purposes, including, without limitation, the power to solicit grants and contributions for any corporate purpose and the power to maintain a fund or funds of real and/or personal property in furtherance of such purposes.

5. Notwithstanding any other provisions of these articles, the Corporation is organized exclusively for charitable and educational purposes, and intends at all times to qualify and remain qualified as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as it may be amended (the �Code�) and, in connection therewith:

(a) the Corporation shall not, directly or indirectly, engage in or include among its purposes any of the activities mentioned in subparagraphs (a) - (v) of Section 404 of the NPCL;

(b) the Corporation is not formed for and shall not be conducted nor operated for pecuniary profit or financial gain, and no part of its assets, income or profit shall be distributed to or inure to the benefit of any of its members, trustees, director, officers or other private individual or individuals, provided that nothing herein shall prevent the Corporation from paying reasonable compensation to any person for services rendered to or for the Corporation in furtherance of one or more of its purposes or Section 501(c)(3) purposes;

(c) no substantial part of the activities of the Corporation shall be devoted to the carrying on of propaganda or otherwise attempting to influence legislation, except to the extent permitted by the code whether pursuant to an election under Section 501(h) or otherwise, and no part of the activities of the Corporation shall be devoted to participating or intervening in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office; and

(d) the Corporation shall not engage in or include among its purposes any activities not permitted to be carried on (i) by a corporation exempt from federal income taxation under Section 501(c)(3) of the Code or corresponding provisions of subsequent tax laws, or (ii) by a corporation contributions to which are deductible under Section 170(c)(2) of the Code.

6. Nothing herein shall authorize the Corporation to engage in any of the activities mentioned in Section 404(a) through (v) of the Not-For-Profit Corporation Law.

7. The principal office of the Corporation shall be located in the County of Manhattan, State of New York.

8. The names and addresses of the initial Directors, each of whom is of full age, are as follows:

     Name                                 Address
     James J.D. Luce                 540 Main Street, #418, New York, NY 10044

     Rina Tendean                      540 Main Street, #418, New York, NY 10044

     Richard Tom                       540 Main Street, #418, New York, NY 10044

9. The Secretary of State of the State of New York is hereby designated as agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary shall mail a copy of any process against the Corporation served upon him is 540 Main Street, #418, New York, NY 10044.

10. In the event of dissolution, all the remaining assets and property of the organization shall, after payment of all necessary expenses thereof, be distributed to organizations that qualify under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local governments for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.

IN WITNESS WHEREOF, this certificate has been signed and the statements made herein affirmed as true under the penalties of perjury this 3rd day of July, 2002.

      James J.D. Luce
      540 Main Street, #418
      New York, NY 10044

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BY-LAWS
OF
ORPHANS INTERNATIONAL AMERICA
(The �Corporation�)

ARTICLE I
MEMBERS
The Corporation shall have no members.

ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers. The Executive Board of Directors (the �Board�) shall manage and control the affairs, activities and property of the Corporation and exercise its powers in accordance with the purposes and limitations set forth in the Certificate of Incorporation.
Section 2. Number. The number of directors constituting the entire Executive Board after the first annual meeting shall be six. (�Entire Executive Board� means the total number of directors entitled to vote which the Corporation would have if there were no vacancies.) The Board may increase or decrease the number by amendment of the By-Laws, but no decrease shall shorten the term of any incumbent director.
Section 3. Election and Term of Office.
a. The initial directors shall be the persons named in the Certificate of Incorporation and they shall serve until the first annual meeting of the Board.
b. At the first annual meeting, the initial directors shall divide prospective directors into three classes and shall, by vote of a majority of the initial directors, elect one-third of the directors to one year terms, one third of the directors to two year terms and one third of the directors to three year terms. Thereafter, at the annual meeting, the Board, by vote of a majority of the Entire Board, shall elect directors to replace those whose terms are expiring to a term of three years. Any increases or decreases in the number of directors shall be apportioned among the classes so as to keep them as equal in number as possible.
c. Except in the case of resignation or removal under these By-Laws, directors shall hold office until the expiration of their terms and the election of their successors. Directors may serve an unlimited number of terms.
Section 4. Removal. The Board, by vote of a majority of the Entire Board may remove any director for cause at any special meeting of the Board called for that purpose. Missing three consecutive meetings shall constitute cause for removal.
Section 5. Resignation. Any director may resign from office at any time by delivering a resignation in writing to the President, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. Such resignation shall take effect at the time specified therein, and if no time is specified, at the time of receipt by the Corporation or its President.
Section 6. Vacancies and Newly Created Directorships. The Board, by vote of a majority of the directors then in office, may elect directors to fill any newly created directorships and any vacancies on the Board. Except in the case of resignation or removal, directors so elected shall serve until the next annual meeting of the Board at which the election of directors is in the regular order of business and until the election of their successors.
Section 7. Place and Time of Meetings. The Board shall hold an annual meeting in February of each year and shall set the time and place of that meeting and of regular meetings. The President or any other officer may call a special meeting at any time and shall specify the time and place of the meeting.
Section 8. Notice of Meetings. Notice of the time and place of each regular, special or annual meeting of the Board, and, to the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be given to each director by mail, telephone, facsimile or electronic mail at least three days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given by the foregoing means or by telephone or personally no less than forty eight hours before the time at which the meeting is to be held. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice. No notice need be given of any adjourned meeting.
Section 9. Quorum and Voting. At all meetings of the Board, a majority of the Entire Board shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these By-Laws, at any meeting of the Board at which a quorum is present, the vote of a majority of the directors present at the time of the vote shall be the act of the Board. However, the following actions may be taken only if authorized as specified:
a. the purchase, sale, mortgage or lease of real property shall be authorized by vote of two thirds of the Entire Board;
b. the sale, lease, exchange or other disposition of all, or substantially all, the assets of the Corporation shall be authorized by vote of two thirds of the Entire Board and by the Supreme Court in the judicial district or the County Court in the county where the Corporation has its office or conducts its activities;
c. an amendment or change of the Certificate of Incorporation shall be authorized by vote of a majority of the Entire Board; and
d. a petition for judicial dissolution or the revocation of voluntary dissolution proceedings shall be authorized by vote of a majority of the directors then in office.

Section 10. Action by the Board.
a. Any action required or permitted to be taken by the Board or by any of its committees may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board or committee.
b. Participation of one or more directors by conference telephone or other equipment allowing all persons participating in the meeting to hear each other at the same time shall constitute presence in person at a meeting.

ARTICLE III
OFFICERS, EMPLOYEES AND AGENTS
Section 1. Officers. The officers of the Corporation shall be a President, Vice-Presidents, representing Project Area nations, a Secretary, a Treasurer, and any other officers elected by the Board. All of the officers shall be chosen from among members of the Board. [One person may hold more than one office in the Corporation except that] no person may hold the offices of both President and Secretary. Officers are encouraged but not required to be Child Sponsors.
Section 2. Election and Term of Office. The Board shall elect officers to a one year term at the annual meeting of the Board, immediately following the election of directors (in years when there is an election of directors). Except in the case of resignation or removal under these By-Laws, officers shall continue in office until the expiration of their terms and the election of their successors. Officers may be elected to an unlimited number of terms.
Section 3. Employees and Other Agents. The Board may appoint employees and other agents (including independent contractors) as it shall deem necessary to serve during the pleasure of the Board and have the authority, perform the duties and receive the compensation, if any, as may be determined by the Board. No such other officer or agent need be a director of the Corporation. To the full extent allowed by law, the Board may delegate to any officer or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities and duties.
Section 4. Removal. The Board, by vote of a majority of the Entire Board may remove any officer, employee or agent with or without cause.
Section 5. Vacancies. The Board may elect a successor to fill a vacancy in any office, and the person elected shall serve until the next annual meeting of the Board and the election of his or her successor.
Section 6. President: Powers and Duties. The President shall preside at all meetings of the Board, shall generally supervise the affairs of the Corporation, shall keep the Board fully informed about the activities of the Corporation, and shall be responsible for all fundraising. Together with the Treasurer, the President shall present to the Board at the annual meeting the report described in Article III, Section 9. The President shall perform all the duties usually incident to the office of the President and shall have any other powers and perform any other duties assigned by the Board.
Section 7. Vice President: Powers and Duties. Each Vice-President shall have the powers and perform the duties assigned by the Board. In the absence or inability of the President to act, the designated Vice-President shall perform all the duties and may exercise any of the powers of the President.
Section 8. Secretary: Powers and Duties. The Secretary shall:
a. keep the minutes of all meetings of the Board electronically;
b. serve or cause to be served all notices of the Corporation; and
c. perform all duties customarily incident to the office of the Secretary and any other duties assigned by the Board.
Section 9. Treasurer: Powers and Duties. The Treasurer shall keep or supervise the keeping of complete and accurate accounts of receipts and disbursements of the Corporation and shall deposit or cause to be deposited all funds, moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in the banks or other depositories designated by the Board. The Treasurer shall have the power to sign and execute in the name of the Corporation, in tandem with the designated Vice President, all checks and all contracts authorized either generally or specifically by the Board. When requested by the Board, the Treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform any other duties assigned by, and subject to the control of, the Board and shall, when required, give such security for the faithful performance of his or her duties as may be determined by the Board. At the annual meeting of the Board, the Treasurer shall present a report showing:
a. the assets and liabilities of the Corporation as of a twelve month fiscal period terminating not more than six months prior to the meeting;
b. the principal changes in assets and liabilities during that fiscal period;
c. the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes, for that fiscal period; and
d. the expenses or disbursements of the Corporation, for both general and restricted purposes, during that fiscal period.
The report shall be verified by both the President and Treasurer or certified by a public or certified accountant and filed with the minutes of the annual meeting. The report to the Board may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or the Attorney General of the State of New York which includes the information specified above. It shall also be posted on the corporation�s website.
Section 10. Compensation. Any officer, employee or agent of the Corporation is authorized to receive a reasonable salary or any other reasonable compensation for services rendered to the Corporation when authorized by the Board, and only when so authorized. In determining compensation, the Board shall consider the compensation offered by comparable organizations for similar positions and shall document the basis for its decisions. If an officer, employee or agent is a Board member, he or she may not participate in the discussion or the vote with respect to his or her compensation.

ARTICLE IV
COMMITTEES
Section 1. Committees of the Board. The Board may, by resolution adopted by a majority of the Entire Board, establish and appoint an executive and other standing committees. The President shall appoint the chairperson of each committee. Each committee so appointed shall consist of two or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:
a. the filling of vacancies on the Board or on any committee;
b. the amendment or repeal of the By-Laws or the adoption of new By-Laws;
c. the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; and
d. the fixing of compensation of the directors for serving on the Board or any committee;
The President, with the consent of the Board, may appoint special committees consisting of one or more directors. These committees shall have only the powers specifically delegated to them by the Board.
2. Committees of the Corporation. The Board may appoint other committees, including an advisory committee, consisting of directors or others. These shall include but not be limited to Standing Committees for each Project Area nation.

ARTICLE V
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Section 1. Contracts, Checks and Documents. The Treasurer, in conjunction with the designated Vice President, shall have the authority to sign in the name of the Corporation, all checks and all contracts authorized either generally or specifically by the Board. The Board shall determine who is authorized to sign other documents on the Corporation�s behalf. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.
Section 2. Bank Accounts and Investments. The Board shall select depositories for the funds of the Corporation as it shall deem proper and may hold the Corporation�s funds in whole or in part in cash or invest and reinvest them in such property, real, personal or otherwise, including stocks, bonds or other certificates as the Board may deem desirable.

ARTICLE VI
OFFICE AND BOOKS
Section 1. Office. The office of the Corporation shall be at the location set forth in the Certificate of Incorporation or at another location as may be determined by the Board.
Section 2. Books. There shall be kept at the office of the Corporation, or at another location chosen by the Board, correct books of account of the activities and transactions of the Corporation, including: a copy of the Certificate of Incorporation; a copy of these By-Laws; all minutes of meetings of the Board; and all records maintained by or under the supervision of the Treasurer.

ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board.

ARTICLE VIII
INDEMNIFICATION
The Corporation may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by Sections 721 through 726 of the Not for Profit Corporation Law and any amendment thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys� fees.

ARTICLE VII
AMENDMENTS
The Board, by vote of a majority of the Entire Board, may amend these By-Laws, except that a vote of two thirds of the Entire Board shall be required for any amendment which increases the quorum requirement or the proportion of votes necessary for the transaction of business or of any specified item of business.