By Laws

 

BYLAWS'

Of
ROSE HELP FOR HAITI INC.
Massachusetts Non Profit Organization
Registered under the Laws of the Commonwealth of Massachusetts
Corporate Seal.

BY-LAWS
OF
ROSE HELP FOR HAITI INC
A Massachusetts Non profit Organization
ARTICLE I
Name, Principal Office
Section 1.  Name. The name of this corporation is ROSE HELP FOR HIATI Inc a
Massachusetts non-profit organization (Corporation). The object for which the
corporation is organized is to promote and carry out primarily educational and charitable
activities pursuant to M.G.Lc. 180 section 4. ROSE HELP FOR HAITI Inc is a broad-
based, nonprofit ORGANIZATION initiative created to assist, serve low income,
underserved, underprivileged individuals and their children to help themselves complete
their education and achieve economic self-sufficiency through empowerment skills,
access to affordable housing, children and youth development services, health care,
capacity building, support services and meaningful employment. ROSE HELP FOR
HAITI  INC. Programs and activities are fostered to create an impact in children and adult
to develop positive self-esteem and clarify their values on which to build a successful
life. The organization will engage in the following activities and programs but not limited
to.l) Adult Literacy Programs 2) Computer class and training 3) Job training 4) Summer
Enrichment program for middle, Elementary and High School Student (6) General Health
training and Education 5) Mental health and Crisis Counseling 6 housing advocacy and
other benevolent activities as may be carried out by a corporation organized under M.G.
L. C 80 and section 501 ( c) (3) of the internal Revenue code of 1986, as now enacted or
hereafter amended.
Section 2.  Principal Office and Additional offices. The address of the initial office
of this Corporation is 38 PLEASANT STREET # 2, RANDOLPH, MA 02368
Corporation may also have an office or offices other than the principal office at such
place or places, within or without the Commonwealth of Massachusetts as the Board of
Directors ("Board") shall from time to time determine, as the business of the Corporation
may require.
ARTICLE II
Seal and Fiscal Year
Section 1.  Seal. The seal of this Corporation shall have inscribed on it the name of
this corporation, the date of its organization and the words "corporate seal" or their
equivalent. The words "corporate seal" or their equivalent may be used as a facsimile of
or as the seal.

Section 2.  Fiscal Year. The fiscal year of this Corporation shall begin on January 1 and
end on December 31.
3
ARTICLE III
Members' Meetings
Section 1.  Place of Meeting. Meetings of the members shall be held at the office
of the Corporation or' at any other place (within or without the Commonwealth of
Massachusetts) that the Board of Directors or member may from time to time select.
Section .2.  Annual Meeting. An annual meeting of the members shall be held on or
about July 1 of each year or such other time as the Board of Directors may from time to
time select if not a legal holiday or as soon as possible thereafter, and if a legal holiday,
at the principal office of the Corporation or such other location as is specified in the
notice of the meeting, and the members shall elect a Board of Directors and transact other
business. If an annual meeting as not been called and held within six (6) months after the
time designated for it, any member may call it.
Section 3.  Special Meetings. Special meetings of the members may be called by the
President, by a majority of the Board of Directors, or by the holders of one-tenth (1/1 0)
or more of President; the shares outstanding and entitled to vote. The costs of any special
meeting called by a member or members over the objection of The Board of Directors
shall be borne by the member or members calling such meeting.
Section 4.  Notice of meetings. Notice of the place, date, and hour of holding each
annual and special meeting of the members and the purpose or purposes thereof shall be
given personally or by mail in a postage prepaid envelope, not less than ten (10) nor more
than sixty (60) days before the date of such meeting, and if mailed, it shall be directed to
such member at the member's address as it appears on the record of members, unless he
shall have filed with the Secretary of the corporal »n a written request that notices to the
member be mailed to some other address, in which case, it shall be directed to the
member at such other address. Any such notice shall indicate that it is being issued at the
direction of the Board or the President, or whomever shall have called the meeting.
Notice of any meeting of members shall not be required to be given to any such meeting
in person or by proxy and shall not, prior to the commencement of such meeting, protest
the lack of notice thereof, or who shall deliver a signed waiver of notice, in person or by
proxy at least one (1) day prior to the date of such meeting. Unless the Board fails to fix a
new records date for an adjourned meeting, notice of such adjourned meeting, notice of
such adjourned meeting need, not be given, if the time and place to which the meeting
shall be adjourned were announced at the meeting at which the adjournment is taken.
Section 5.  Waiver of Notice- A member, either before or after a members' meeting,
may waive notice of the meeting, which waiver of notice must be in writing, and the

member's waiver shall be deemed to the equivalent of giving notice. Attendance at a
members' meeting, either in person or by proxy, of a person entitled to notice shall
constitute waiver of notice of the meeting unless he attends for the express purpose of
objecting to the transaction of business on the grounds that the meeting was not lawfully
called or convened.
Section 6. Quorum. At all meetings of the members, the holders of a majority of
the shares of stock of the Corporation issued and outstanding and entitled to vote, shall
be present in person or by proxy to constitute a quorum for the transaction of business,
except as otherwise provided by statute. In the absence of a quorum, the holders of a
majority of the shares of stock present in person or by proxy and entitled to vote may
adjourn the meeting from time to time. At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 7.  Organization. At each meeting of the members, the Chief Executive
Officer, if any, or in the Chief Executive Officer's absence, the President or a Vice
President shall act as chairman of the meeting. The Secretary, or the person whom the
chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.
Section 8.  Order of Business. The order of business at all meetings of the members
shall be determined by the chairman of the meetings.
ARTICLE IV
The Board of Directors
Section 1. General Powers. The president and Board of directors shall manage the
business and affairs of the Corporation. They may exercise all such authority and powers
of the Corporation and do all such lawful acts and things as are not be statute or the
Articles of Incorporation directed or required to be exercised or done by the members.
Section 2. Numbers, Qualifications, Election and Term of Office. The number of
Directors of the Corporation shall not be less than three (3) nor more than seven (7). The
Board of Directors shall fix the number of directors from time to time but never less than
three (3), Any increase in the number of directors shall be effective at the time of the next
succeeding annual meeting of the members unless there shall be vacancies in the Board, in
which case such decrease may become effective at my time prior to the next succeeding
annual meeting to the extent of the number of such vacancies. All the directors shall be of
majority age. Directors need not be members. Except as otherwise provided by statute, the
directors shall be elected at the annual meeting of the members and at each meeting of the
members for the election of directors at which a quorum is present, the persons receiving a
majority of the votes case at such election shall be elected. Each director shall hold office
until the next annual meeting of the members and until such director's successor shall have
been duly elected and qualify, or until such director's death, or until the director shall have
resigned, or have been removed, as hereinafter provided in these By-Laws.
5

Section 3.  Place of Meetings. Meetings of the Board shall be held at the principal
office of the Corporation or at such other place, within or without the Commonwealth of
Massachusetts, as the Board may from time to time determine or as shall be specified in
the notice of any such meeting.
Section 4.  Annual Meeting. The Board of Directors shall meet each year immediately
after the annual meeting of the members at the place that meeting has been held to elect officers
and consider other business.
Section 5.  Regular Meetings. Regular meetings of the Board shall be held at such
time and place as the Board may fix. If any day fixed for a regular meeting shall be a legal
holiday then the meeting which would otherwise be held on that day, shall be held at the same
hour on the next succeeding business day. Notice of regular meetings of the Board need not be
given except as otherwise required by statute or these by-Laws,
Section 6. Special Meetings. Special meetings of the Board may be called by a majority of
the directors of the Corporation or by the Chief Executive Officer, if any, or the President, if there
is no Chief Executive Officer.
Section 7. Notice of Meetings. Notice of each meeting of the Board (and of each
regular meeting for which notice shall be required) shall be given by the Secretary as
hereinafter provided in this Section 7, in which notice shall be stated the time and place
(within or without the Commonwealth of Massachusetts) of the meeting. Except as
otherwise required by these by-Laws, such notice need not state the purposes of such
meeting. Notice of each such meeting shall be mailed, at least five (5) business days
before the day on which such meeting is to be held, or shall be sent addressed to a
director at such place by telegraph, cable, electronic mail, or wireless, or be delivered to a
director personally or by telephone, at least forty-eight (48) hours before the time at
which such meeting is to be held. Notice of any such meeting need not be given to any
director who shall, either before or after the meeting, submit a signed waiver or notice or
who shall attend such meeting without protesting, prior to or at its commencement, the
lack of notice to a director.
Section 8. Waiver of Notice. A director may waive in writing notice of a special
meeting or annual g of the board either before or after the meeting, and the director's
waiver shall be deemed the equivalent of giving notice. Attendance of a director at any
meeting shall constitute waiver of notice. of that meeting, unless he attends for the
express purpose of objecting to the transaction of business because the meeting .has not
been lawfully called or convened.
Section 9. Quorum and Manner of Acting. A majority of the entire Board shall be
present in person at any meeting of the Board in order to constitute a quorum for the
transaction of business at such meeting, and. 'except as otherwise expressly required by
statute or the Articles of Incorporation, the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board. Members of the
. Board of Directors (or an Executive Committee) shall be teemed present at any meeting
if a conference telephone or similar communications equipment means of which all
6

persons participating in the meeting can hear each other is used. In the absence of a
quorum at any meeting of the Board, a majority of the directors present thereat may
adjourn such meeting to another time and place. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present at the time of the
adjournment and, unless such time and plate were announced at the meeting at which the
adjournment was taken to the other directors. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been transacted at
the meeting as originally called. The director shall act only as a Board and the individual
directors shall have no power as such.
Section 10.  Organization. At each meeting of the Board, the Chairman of the Board,
if any, or, in the chairman's absence, the Chief Executive Officer, if any, or if none, the
President (or in the President's absence, another director chosen by a majority of the
directors present) shall act as chairman of the meeting and preside thereat. The Secretary
(or in the Secretary's absence, any person appointed by the chairman at such meeting who
shall serve as an Assistant Secretary) shall act as secretary of the meeting and keep the
minutes thereof.
Section 11.  Adjournment. A meeting of the Board of Directors may be adjourned. 
Notice of the adjourned meeting or of the business to be transacted there, other than by
announcement at the meeting at which the adjournment is taken, shall not be necessary.
At an adjourned meeting at which a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.
Section 12. Resignations. Any directors of the Corporation may resign at any time by
giving written notice of their resignation to the Board or the Chief Executive Officer or
the President or the Secretary. Any such resignation shall take effect at the time specified
therein, or if the time when it shall become effective shall not be specified therein,
immediately upon its receipt; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.  -
Section 13.  Vacancies. Any vacancy in the Board, whether arising from death,
resignations, removal (with or without cause), an increase in the number of directors or
any other cause, may be filled by the vote of a majority of the directors then in office,
though less than a quorum, or by the members at the next annual meeting thereof or at a
special meeting thereof and each director so elected shall hold office for the unexpired
term of the director's predecessor.
Section 14. Removal of Directors. Any director may be removed, with or without
cause, at any time, by the members at a special meeting thereof. Any director may be .
removed, with or without cause, by the Board or a special meeting thereof.
Section 15.  Compensation. The Board shall have authority to fix the compensation,
including fees and reimbursement of expenses of directors, for services to the
7

Corporation in any capacity.
Section 16. Information Action. If all the directors severally or collectively consent in
writing to any action taken, or to be taken by the Corporation, the action shall be as valid
as though it had been authorized at meeting of the Board.
ARTICLE V
Executive Committee
Section 1. Designation and Organization. The Board of Directors may designate
an Executive Committee, or one or more other committees, each to consist of one (1) or
more of the directors of the corporation. Such committee shall consult with and advise
the officers of the Corporation in the management of its business. Regular meetings of
such committee or committees may be held without notice at such time and place as shall
be determined by such committees. At all such meetings, a majority of the members shall
constitute a quorum for the transaction of business. The members of such committee or
committees shall keep a record of their proceedings and shall report to the Board of
Directors. Copies of such minutes shall be retained by the Secretary of the Corporation as
records of their proceedings .. The members of such committee or committees may be paid
such compensation as is authorized by the Board of Directors and as would be paid to the
directors themselves.
Section 2. Powers. The executive or any other committee shall have such powers as
can be lawfully delegated to them by the Board of Directors, subject, however, to the
following limitations. No such committee shall have the authority or power to:
(a)  Approve or recommend to members any actions or proposals that are required
under Massachusetts law to be governed by members
(b)  Designate or make any nominations to the Board of Directors or for any executive
solicitation or otherwise,
©  fill any vacancies on the Board of Directors or any committee thereof,
(d)  Amend the bylaws.
(e)  Authorize or approve the reacquisition of shares of stock of the Corporation
unless pursuant to a general formula or method recommended by the Board of Directors,
(f)  authorize or approve the issuance or sale, or any contract to issue or sell,
shares of stock, or designate the terms of a series of a class of shares, except that the
Board of Directors, having acted in regard to general authorization for such issuance or
sale of shares of stock or any contract therefore and, in cases of a series, the designation
thereof, may, pursuant to a general formula or method specified by the Board of
Directors by resolution or by adoption of a stock option plan or any other plan, authorize
a committee to establish the terms of any such contract for the sale of shares, and to fix
8

the terms upon which such shares may be issued or sold, including, without limitation,
the price, rate or manner of payment of dividends, provisions for redemption, sinking
fund, conversion and voting or preferential rights, and provisions for other features of a
class of shares or a series of a class of shares; with full power in such committee to adopt
any final resolution setting f011h all the terms thereof, and to authorize the statement of
the terms of a series for filing with the Department of state under Massachusetts statutes
providing therefore.
Section 3. Alternates. The Board of Directors, by resolution adopted in accordance
with Section 1 hereinabove, may designate one or more directors as alternate members of
any such committee who may act the place and stead of any absent member or members
of any meeting of such committee.
Section 4. Effect on Directors Responsibilities.  Neither the designation of any
such committee, the delegation of authority to such committee, nor action by such
committee pursuant to such authority, shall alone constitute compliance by any member
of the Board of Directors who is not a member of the committee in question with such
member's responsibility to act in good faith, in a manner the member reasonably believes
to be in the best interests of the Corporation, and with such care as an ordinarily prudent
person in a like position would use under similar circumstances.
ARTICLE VI
Officers and Agents
Section 1.  Number and Qualification. The officers of the Corporation shall
include the President, Treasurer and the Secretary and, in the discretion of the Board, a
Chief Executive Officer, Chairman of the Board, one or more Vice Presidents, a
Comptroller, one or more Assistant Secretaries and one or more Assistant Treasurers.
Any two or more offices may be held by the same person. None of the officers of the
Corporation, except the Chairman of the Board, if one shall be elected, need be a member
of the Board. All officers shall be elected from time to time by the Board, each to hold
office until the meeting of the Board following the next annual meeting of the members,
or until the officer's successor shall have been elected and shall have qualified, or until
the officer's death, or until the officer shall have resigned, or have been removed, as
hereinafter provided in theses by-laws. The Board may from time to time elect to
delegate to the Chief Executive Officer, if any, and if none the President, the power to
appoint such other officers (including a comptroller, one or more Assistant Comptrollers,
one or more Assistant Treasurers and one or more Assistant Secretaries) and such agents
as may be necessary or desirable for the business of the Corporation. Such other officers
and agents shall have such duties and shall hold their offices for such terms as may be
prescribed by the Board or the President.
Section 2.  Resignations. Any officer of the Corporation may resign at any time by
giving written notice of the officer's resignation to the Board or the Chief Executive
Officer, if any, the President or the Secretary. Any such resignation shall take effect at
'L the time specified thereon or, if the time when it shall become effective shall not be
9

specified therein, immediately upon its receipt; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 3.  Removal. Any officer or agent of the Corporation may be removed either
with or without cause, at any time, by the Board at any meeting of the Board, or, except
in the case of an officer or agent elected by the Board, by the Chief Executive Officer, if
any, and if none by the President.
Section 4.  Vacancies. A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the 'unexpired portion of the
term of office which shall be vacant, in the manner prescribed in these by-laws for the
regular election or appointment to such office.
Duties
Section 5.  The Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have the general and active management of the business of the
Corporation and direct and active supervision and direction over all other officers,
agents; and employees. The Chief Executive Officer shall preside over all meetings of
the members and the Board of Directors and shall be an ex -Officio member of all
committees of the Board.
Section 6.  President. The President shall, if present, preside at each meeting
of the Board of Directors and members, in the absence of the Chairman of the Board. The
President shall perform all duties incident to the office of President as may from time to
time be assigned to the President by the Board of Directors, and shall perform the duties
of the Chief Executive Officer in the absence thereof, or if none is elected and functions.
Section 7.     Chairman of the Board. The Chairman of the Board, if elected, shall be
a member of the Board and, if present, shall preside at each meeting of the Board. The
Chairman shall keep in close touch with the administration of the affairs of the
Corporation, shall advise and counsel with the Chief Executive Officer, if any, and the
President, and, in their absence, with the executives of the Corporation, and shall perform
such other duties as may from time to time be assigned to the Chairman by the Board.
Section 8.     Vice Presidents. Each Vice President, if elected, shall perform all such
duties as From time to time may be assigned to such officer by the Board or the Chief
Executive Officer. At the request of the Chief Executive Officer, if any, and if none the
President or in their absence or inability to act, the Vice president designated by the
Chief Executive Officer, President or the Vice President designated by the Chief
Executive Officer, president or the Board shall perform the duties of the President, and,
when so acting, shall have the powers of and be subject to the restrictions placed upon
the President of the performance of such duties.

Section 9.  The Treasurer. The Treasurer shall:
A.                have charge and custody of, and be responsible for, all the funds and
securities of the Corporation;

10

B. keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation;
C. deposit all monies and other valuables to the credit of the Corporation in
such depositories as may be designated by the Board;
D. receive and give receipts for monies due and payable to the Corporation from
any source whatsoever;
E. disburse the funds of the Corporation and supervise the investment of its funds as
is as ordered or authorized by the Board, taking proper vouchers therefore;
and
F. in general, perform all the duties all the duties incident to the office of
Treasurer and such other duties as from time to lime may be assigned to
such officer by the Board or the Chief Executive Officer.
Section 10.  The Secretary. The Secretary shall:
a  keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board, the committees
of the Board and the members;
b. see that all notices are duly given in accordance with the
provisions of these. By-laws and as required by law;
A. be custodian of the records and the sale of the Corporation and
.affix and attest the seal to all certificates of the corporation (unless
the seal of the Corporation on such certificates shall be a facsimile,
as provided in theses By-laws) and affix and attest the seal or the
words "corporate seal" or their equivalent to all other documents to
be executed on behalf of the Corporation under its seal;
B. see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are
properly kept and filed; and
c. in general perform all the duties incident to the office of the
Secretary and such other duties as from time to time may be
assigned to such officer by the Board or the Chief Executive
Officer.  .
Section 11. Comptroller. The Comptroller, if one shall be elected by the Board or
appointed by the Chief Executive Officer as in Section 1 of Article VI hereto provided,
shall:
11

.
a.   have control of all the books of account of the Corporation;
b. keep a true and accurate records of all property owned by it, of its• debts and of its
revenues and expenses;
c. keep all accounting records of the Corporation (other than the accounts of receipts
and disbursements and those relating to the deposits of money and other valuables
of the Corporation, which shall be kept by the treasurer);
d. render to the Board, whenever the Board may require, an account of the financial
condition of the Corporation; and
e. In general, perform all the duties incident to the office of Comptroller and such
other duties as from time to time may be assigned to such officer by the Board or
the Chief Executive Officer. If a Comptroller shall not be elected by the Board
or appointed by the Chief Executive Officer, the duties of the Comptroller in this
Section specified shall be performed by the Treasurer.
The corporation shall, in all things, act or refrain from acting so as not to subject itself
to taxes imposed by IRS (Self-dealing), (failure to distribute income), (investments
jeopardizing charitable purposes) or (taxable expenditures) of the IRC or corresponding
portions of federal internal revenue law.
Section 12. Officers' Bonds or Other Security. If required by the Board, any officer
of the Corporation shall have a bond or other security for the faithful performance of the
officer's duties, in such amount and with such surety or sureties as the Board may require.
Section 13.  Delegation of Duties. Whenever an officer is absent or whenever for any
may deem it desirable, the Board may delegate the powers and duties of an officer to
any other officer or officers or to any director or directors.
ARTICLE VII
Committees
Section 1. Except as otherwise provided, the president shall appoint members and
designate the chair of standing and other committees. The chairman of each standing
committee members may be selected from the membership at large.
Committees shall serve at the pleasure of the board under such rules and regulations as
the board may approve.
Section 2. There shall be an executive committee composed of the officers of the
foundation. The executive committee shall meet at the call of the president or any two
officers to conduct the, affairs of the foundation between meetings of the board. All
12

actions taken by the executive committee shall be subject to board ratification or veto.
Section 3. Standing committees. a. Allocations - Responsible for the review of proposals
and recommendations for program allocations.
b. Finance - Responsibilities shall include fact finding for the board of matters relating to
the financial administration of the Organization, and preparation of the annual budget
for presentation to the board. The chair of the finance committee shall be the treasurer.
c. Fund raising - Responsibilities shall include planning for the solicitation of
contributions and other fund raising activities in support of the foundation's purposes.
d. Public information - Responsibilities shall include planning a program to gain
understanding and acceptance of the foundation by the community, development of
portfolio and newsletters, and all other public relations functions.
e. Nominating - Responsibilities shall be to nominate directors at each annual meeting
or to nominate directors to fill vacancies as they occur. The president shall not serve
on this committee which ideally, shall be composed of other board members and the
membership at large.
Article VII
Removal of Director
and Officers
Members and officers pledge themselves, as chosen officers, to perform diligently and
honorably their duties or resign. Members of the board and committees may be removed
by procedures guaranteeing adequate notice and due process and by a majority vote of the
entire membership of the committee of which he or she is a member for:
a. Failure to attend at least half of the regularly scheduled committee
meeting during any calendar year.
b. Engaging in activities contrary to our religious beliefs
c. Conviction after appeals are exhausted of a criminal offense other than a
misdemeanor.
d. Any mismanagement of funds by a board member, i.e. Larceny, embezzlement of the
corporation fund is an automatic disqualification. The member is not entitled for
any reconsideration to be part of the meeting.
e. Any Breach of fiduciary duty and self-dealing
f. The president cannot serve as the treasurer of the organization. If he is elected to serve
as treasurer, he shall resign as president.
g. Any check in the amount of two hundred dollars (200.00) require two signatures to
be valid and very payment Must be accompanied with an invoice of the party to
,be paid, unless otherwise agreed in advance by the majority of the board. Any
violation by a member of these articles is Automatic removal from the board.
A member must be given an opportunity to resign before notice of the hearing on the
question of removal is given to the membership of the committee.
A member removed under this section shall have 30 days to appeal to the church as
whole to present her/his case, and the vacancy may not be filled in such case until the
final decision of the congregation is made.
13

ARTICLE VIII
Contracts, Checks, Drafts, Bank Accounts, Etc.
Section 1.  Execution of Contracts. 
A. Except as otherwise required by statute, the Article of Incorporation or
the By-Laws, any contract or other or other instrument may be executed
and delivered in the name and on behalf of the Corporation by the Chief
Executive Officer, President, or Vice President of the Corporation. The
Board may authorize any other agent or agents to execute and deliver any
contract or other instrument in the name and on behalf of the Corporation,
and such authority may be general or confined to specific instances as the
Board may determine.
B. The Corporation may execute instruments conveying mortgaging
or affecting any interest in its lands by instruments sealed with the
common or corporate seal or the "words" Corporate or their equivalent
and signed in its name by its Chief Executive Officer, President or any
Vice President. Such officers may similarly execute satisfactions or
partial releases of mortgages and acquaintances for debts. No Corporate
resolution need be recorded to evidence the authority of the person
executing the deed, mortgage, or other instrument for the Corporation, and
an instrument so executed shall be valid whether or not the officer signing
for the Corporation was authorized to do so by the Board of Directors in
the absence of fraud in the transaction action by the person receiving it.
In case of fraud, subsequent transactions with good faith purchasers for
value and without notice of the fraud shall be valid and binding on the
Corporation.
Section 2. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for
payment of money out of the funds of the Corporation, and all notes or other evidences
of indebtedness of the Corporation shall be signed in the name and on behalf of the
Corporation by any officer or other employee of the Corporation designated by the
Board.
Section 3.  Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board may from time to time designate or as may
be designated by any officer or officers of the Corporation to whom such power of
designation may from time to lime be delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks drafts and
other orders for the payment of money, which are payable to the order of the Corporation
may be endorsed, assigned and delivered by any officer or agent of the Corporation .
. Section 4.  General and Special Bank Accounts. The Board may from time to time
authorize the opening and keeping of general and special bank accounts with such banks,
14

trusts companies or other depositories as the Board may designated or as may be
designated by any officer or officers of the Corporation to whom such power of designation
may from time to lime be delegated by the Board. The Board may make such special rules
and regulations with respect to such bank accounts, not inconsistent with the provisions of
these By-Laws, as it may deem expedient.

Section 5.

Audits

During the month of December of each year, the board of directors shall secure the
services of a competent and disinterested public auditor or accountant, who shall make a
careful audit of the books and accounts of the association and render a report in writing
thereon, which report shall be submitted to the members of the association at their annual
meeting. This report shall include at least: (1) a balance sheet showing the true assets
and liabilities of the association, (2) an operating statement for the fiscal period under
review which shall show the cost of, and income from, sales and the gross income or loss
from each of the commodities handled during the period; (3) and itemized statement of
all expenses for the period under review.
ARTICLE IX 
Contracts with Directors and Officers
No contract or other transaction between the Corporation arid any other corporation and no Other
act of the Corporation shall, in the absence of fraud, in any way be affected or invalidated by
the fact that any of the directors or officers of the Corporation are directors, officers, or members
of such other corporation or such other corporation or are pecuniarily or otherwise interested in
such other corporation or in such contractor other transaction of in such act of the Corporation .
.J
Any director of the Corporation individually, or any film or association of which any director
may be a member, or any corporation of which he may be a director, officer or member, may
be a part to, or may be pecuniarily otherwise interested in, any contractor transaction of the
Corporation, provided that the fact he, individually, or such firm, association or corporation in
such party, or is so interested, shall be disclosed or shall have been known to the Board or a
majority of such members thereof as shall be present at any meeting of the Board at which action
upon any such transaction shall be taken. Any director of the Corporation who is also a director J
or officer of such other corporation or who is so interested individually, or is a member of any
firm or association of is a director, officer of member of any corporation which is a party to
such contract or other transaction, or is so pecuniarily or otherwise interested, may be counted
in determining the existence of a quorum at any meeting of the Board which shall authorize any
such contract or transaction, and may vote thereat to authorize or ratify any such contract or
transaction, with like force and effect as if he were not such a party or not a member of such firm
or association; or not a director, officer or member of such other corporation or not so interested.
Any director of the Corporation may vote upon any contract or other transaction between the
Corporation and any subsidiary or affiliated corporation without regard to the fact that he is
also a director, officer or
member of such subsidiary or affiliated corporation.
15

No contract or other transaction between the Corporation and any or all of its
members shall, in the absence of fraud, in any way be invalidated or otherwise affected
by the fact that such member or members are pecuniarily or otherwise interested in such
contract or other transaction.
ARTICLE X
Indemnification
The Corporation shall indemnify directors and officers and their heirs, executors
and administrators to the full extent permitted by the appropriate Section of the
Massachusetts General Corporation, by appropriate action of its Board of Directors, may
indemnify directors and officers and their heirs, executors, and administrators to the full
extent permitted by the aforesaid Statute.
ARTICLE XI
Amendments
These By-Laws may be amended or repealed, or new By-Laws may be adopted
at an annual or special meeting of the Board of Directors by a majority vote of the Board
of Directors. A vote to amend may be taken at any Board of Directors meeting so long as
members have been given at least one (1) week's written notice of the meeting, stating
tune and place where the meeting. The proposed amendment must have been provided to
the Directors in written form at the time of notification of said meeting.
ARTICLE XII
Compensation
Section 1. Neither the members of the organization if any, nor officers thereof, shall
receive, directly or indirectly, any compensation for their service. Provided, nothing
herein shall prevent reimbursement for expenses incurred on behalf of the organization.
Only the President or an approved officer shall receive any compensation from
organization.
Any payments made to an officer of the Corporation such as salary, or
entertainment expense incurred by such officer 'which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service shall be reimbursed by
such officer to the Corporation to the full extent of such disallowance. It shall be the duty
of the directors as a board to enforce payment of each such amount disallowed. In lieu
of payment by the officer, subject to the determination of the directors, proportionate
amounts may be withheld from the officer's future compensation payments until the
.amount owed to the Corporation has been recovered.
ARTICLE XIII
Loans                                                                             16

No loans shall be contracted on behalf of the Corporation, and no evidences of
indebtedness shall be issued in its name, unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
ARTICLE XIV
Long- Term Employment Contracts
. The Board of Directors may authorize the Corporation to enter into employment
contracts with any executive officer for periods longer than one (1) year and any Article
or By-Law provision for annual election shall be without prejudice to such contract rights
of the officer under such contract
ARTICLE XV
Loans to Officers, Directors and Employees
The Corporation may lend money to, guarantee any obligation of, or otherwise assist any
officer, director or employee o{the Corporation, or of a subsidiary, including any officer
who is a director of the Corporation or of a subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance mayor with or without interest, and
may be unsecured, or secured in such manner as the Board of Directors shall approve
including, without limitation, a pledge of shares of stock of the Corporation.
ARTICLE XVI
Corporate Objectives
Section 1. The objectives of this Organization shall be:
a. To help children of Haiti, receive, raise and administer funds for educational
and charitable purposes and, to that end, to take and hold by bequest, device,
grant, gift, purchase or otherwise property or other items of value and invest,
reinvest or deal with it and with the principal or income thereof in such manner
as in the judgment of the board of directors, will best promote the purposes
. of the corporation, except such limitations, if any, as may be contained in the
instrument under which such property is received, the articles of Incorporation,
these Bylaws, or applicable law.  .
b. Without limitation on the foregoing, one of the principle purposes of this
Organization shall be the fostering of educational opportunities for the youth and
adult in Haiti through education, social services to enable them to meet.
c. To do any and all acts and things, and to exercise any and all powers which it 111ay
now or hereafter be lawful for this foundation to do or exercise under and pursuant to the
laws of the State of Massachusetts for the purpose of accomplishing any of the purposes
of this organization.
d. The purposes for which this Organization is organized shall be confined to those which
are educational and charitable in aid.
e. The corporation shall not engage nor shall any of its funds, property of income be used
in carrying on propaganda or otherwise attempting to influence legislation, nor shall
17

the foundation participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
f. It is not the purpose of this corporation to be an adjunct or alternative to public school funding or budgeting and it shall not permit itself to be seen or used in that manner. It is, rather, the purpose of the corporation to provide educational, charitable and scientific funding for academic purposes beyond those ordinarily funded by the school system.
g. Discretionary funding of any endeavor by this organization shall not be subject to the control of outside entities, either public or private. It is the duty of the directors, and each of them, to protect and preserve the autonomy of both the organization and its assets.
h. Although, ROSE HELP FOR HAITI INC. may associate itself with another
organization, the aforementioned Organization shall own all its properties now and hereinafter. No agencies or other entities shall have any power to convey, seize or mortgage any property (ies) now own by this said organization. The Board of Directors has the sole power to convey and mortgage a property with the consent of the entire congregation. If the organization ceases to exit any property owns shall be disposed, covey or sell to further any benevolent activities in according to M.G L. c 180
Article XV I
         Order of Business
The order of business at meetings shall be as follows:
1. Calling the roll of officers and members and announcement of quorum (sign-in sheets may be used in lieu of roll call).
2. Reading the minutes of the previous meeting.
3. Treasurers Report
4. Reports of officers and committees.
5. Reading of communications addressed to the Committee.
6. Old or unfinished business.
7. New business.
8. State Committee Reports
9. Speaker
10. Adjournment.

The order of business may be waived by a two-thirds vote of the elected members present and voting.
ARTICLE XVII
The foregoing Bylaws, after having been read, article by article, were adopted by the board of directors and certified by the secretary of ROSEHELP FOR HAITI INC. at the meeting held on the 18th day of October 010. Adopted by the vote of Board of Directors by resolution and vote of 6 in favor of adoption, to zero opposed to adoption, at the Organization office.
I, Rose Liberus President t and the Board directors of the aforementioned

18