FRIENDS OF THE CHILDREN OF ANGOLA, INC
1 – The principal office of friends of the Children of Angola, Inc. (hereinafter to as the “Corporation”) shall be located at: 6210 Homespun Lane, Falls Church, VA 22004
The Corporation may also have offices at such other places as the Board of Directors (hereinafter sometimes referred to as “Board” or “Directors”) shall appoint if the business of the Corporation so requires.
2- The seal of the Corporation shall bear the name of the corporation, the State of incorporation and the year of incorporation.
3- All meetings of the Members shall be held at the principal office of the Corporation in Falls Church, Virginia, unless another location is designed within the limits provided by law.
4- A Member may vote in person or by proxy granted in writing by the Member or by his daily authorized attorney-in-fact, which proxy shall be filed with and verified by the Secretary of the Corporation or the Secretary of the meeting, if the Members entitled to vote at the meeting shall so decided. The proxy shall be dated but need not be sealed, witnessed, or acknowledge. The Board may fix the record date fort the determination of Members entitled to vote.
5- The majority of the Members entitled to vote, represented in person (or by proxy), shall constitute a quorum at all meetings of the Members for the transaction of business, expect as otherwise required by statute or by the Articles of Incorporation. If, however, such quorum shall not be present (or represented) at any meeting of the meeting, without notice other than announcement at the meeting of the place, date and hour of the adjourned meeting. At such adjourned meeting at which a quorum shall be present (or represented), any business may be transacted which might have been transacted at the meeting as originally notified.
6- Any action required or permitted to be taken at any meeting of Members may be taken without a meeting if: a consent in writing setting forth such action is signed by all the Members entitled to vote thereon, any of the Members entitled to notice of a meeting, but not to vote at such meeting, have waived in writing any rights which they may have to dissent from such action and such consent and waiver are filed with the Secretary of the Corporation.
7- Voting upon all questions at all meetings of the Members shall be per Member, unless otherwise provided in the Articles of Incorporation.
8- If a quorum is present, the affirmative vote of a majority of the Members 8present or represented by proxy) at the meeting shall be the act of the Members unless the vote of a greater number of Members is required by law, the Articles of Incorporation, or these Bylaws.
9- the vote for the election of Directors and, upon the demand of any Member, the vote upon any question before the meeting shall be by written ballot.
Annual Meeting and Order of Business
10- The first annual meeting of the Members shall be held during the twelfth (12th) month of the Corporation’s fiscal or calendar year at the principal office of the Corporation in Falls Church, Virginia, unless a different place is designed by the Board of Directors. At the meeting, the Members shall elect, by a plurality vote by written ballot, a Board of Directors to serve for the ensuing fiscal year and until their successors are elected or chosen.
11- Written notice of the annual meeting shall be mailed to each Member at his address as the same appears on the books of the Corporation, or if no address is given therein, to the address of such Member last know to the Secretary of the Corporation. Such notice shall be mailed not less than ten (10) nor more than sixty (60) days prior to the meeting and shall state the place, date, and hour of the meeting.
12- At all meetings of Members, any Member present and entitled to vote (in person or by proxy), shall be entitled to require, and by written request to the Chairman of the meeting that the order of business shall be as follows:
Special Meeting of Members
13- Special meetings of the Members may be called by the Board of Directors and by the President of the Corporation.
14- Written notice of the annual meeting shall be mailed to each Member at his address as the same appears on the books of the Corporation, or, if no address is given therein, to the address of such Member last known to the Secretary of the Corporation. Such notice shall be mailed not less than ten (10) nor more than sixty (60) days prior to the meeting and shall state the place, date, and hour of the meeting and the general nature of the business to be transacted.
First Meeting of Directors after Election
15- After the election of the Directors, the newly elected Board of Directors shall meet at such place and time as shall be fixed by the vote of the Members at the annual meeting for the purpose of organization and otherwise, and no notice of such meeting shall be necessary to the newly elected Directors in order to legally constitute the meeting, if a majority of the Board is actually present. The place and time of the first meeting of the Board may, however, be fixed by the consent in writing of all the Directors.
16- At the first meeting after the election, the Board shall elect a President, a Secretary, a Treasurer and such other officers as the Board shall determine, who need not be members of the Board and who shall hold office during the pleasure of the Board but shall not be appointed for a term longer than one year.
17- All such appointed officers shall be subject to removal by resolution of the Board at any time, with or without cause, provide that a majority of the Board shall vote in favour thereof.
Regular Meetings of Board
18- Regular meetings of the Board of Directors may be held on the same day and subsequent to the annual meeting of Members at such place and time as shall be fixed by the Board of Directors from time to time.
Special Meetings of Board
19- Special meetings of the board may be called by the President or any Director on three (3) days notice to each Director, such notice to be made either personally or by facsimile. With the consent of a majority of the Directors, a shorter notice may be given.
Quorum at Meetings of Board
20- a majority of the Directors shall be necessary at all times to constitute a quorum for the transaction of any business. If a quorum is present, the affirmative vote of a majority of the Directors shall be deemed the act of the Directors unless the vote of a greater number of Directors is required by law, the Articles of Incorporation, or these Bylaws. The Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.
21- Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
General Powers of Directors
22- The Board of Directors shall be charged with the control and management of the affairs, business, and properties of the Corporation. In addition to the powers and authorities expressly conferred herein, the Board may exercise all such powers of the Corporation and perform all such lawful acts as are not by the laws of the Commonwealth of Virginia, by the Articles of Incorporation, or by these Bylaws, directed or required to be exercised or done by the Members. A Director need not be a Member.
23- The Board of Directors may adopt such rules and regulations for the conduct of its meetings as it may deem proper so long as such action is not inconsistent with the laws of the Commonwealth of Virginia, the Articles of Incorporation, or these Bylaws.
Specific Powers of Directors
24- Without prejudice to the general powers conferred by the preceding clauses and the other powers conferred by the laws of the Commonwealth of Virginia, the Articles of Incorporation and these Bylaws, it is hereby expressly declared that the Board of Directors shall have the following powers:
First: To make and change rules and regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.
Second: To purchase or otherwise acquire for the Corporation any property, rights, or privileges which the Corporation is authorized to acquire, at such prices and on such terms and conditions and for such other consideration as the Board shall, in its discretion, deem appropriate.
Third: At its discretion, to pay for any property or rights acquired by the Corporation.
Fourth: To appoint and, at its discretion, remove or suspend such officers and agents of the Corporation, permanently or temporarily, as it may deem appropriate, and to determine their duties and specify their salaries or emoluments.
Fifth: To confer upon any appointed officer of the Corporation, by resolution, the power to choose, remove, or suspend such officers or agents.
Sixth: To determine who shall be authorized on the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and other corporate documents.
Number and Qualification of Directors
25- The number of Directors constituting the entire Board of Directors shall not be less than two (2). Provide there is compliance with the above restrictions, the number of Directors may be increased or decreased by amendment of these Bylaws or by a vote of a majority Members; provides, however that no decrease shall shorten the term of any incumbent Director. The Directors, other than the first Board of Directors, shall be elected at the annual meeting of the Members, and each Director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of directors shall hold office until the first annual meeting of Members or until a written consent to such action is signed by all members of the Board and such consent is filed with the minutes of the Board.
26- At any special meeting of the Members called in the manner provided for in paragraphs 13 and 14 of these Bylaws, the Members, by a vote of a majority of Members entitled to vote, may remove, with or without cause, any Director or Directors from office and may elect a successor or successors to fill any resulting vacancies for the remainder of his or her terms.
Compensation of Directors
27- No Director shall receive any compensation for his services as a director expect as may be approved by the Board of Directors.
28- The officers of the Corporation shall be close by a majority vote of the Board of Directors. The officers shall be a President, a Secretary, a Treasurer and such other officers as the Board may from time to time determine. The Board of Directors may, in accordance with the procedures described in these Bylaws, appoint such other officers as are necessary to transact the business of the Corporation. The Board may provide that any two or more officers may be held by the same person, except the offices of President and Secretary.
29- The President shall also be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Members and Directors; shall be charged with the general and active management and direction of the business of the Corporation; shall see that all orders and resolutions of the Board are effectuated; shall execute under the seal of the Corporation all bonds, mortgages, and other contracts requiring a seal; shall keep in safe custody the seal of the Corporation, and, when authorized by the Board, affix that seal to any instrument requiring the same and the seal when so affixed shall be attested by the signature of the Secretary or Treasurer.
30- The President shall have general superintendence and direction of all the other officers of the Corporation and shall see that their duties are properly performed.
31- The President shall submit a report of the operations of the Corporation for the fiscal year to the Directors at their regular meetings, and to the Members at the annual meeting, and from time to time shall report to the members of the Board of Directors all matters within the President’s knowledge which the interests of the Corporation may require them to know.
32- The President shall and be ex-officio member of all standing committees, shall have the general powers and duties of the President of a corporation, and shall perform such other duties as the Board may direct.
33- The Secretary shall keep minutes of all meetings of the Members and Directors; shall be an ex-officio Secretary of the Board of Directors; shall attend all sessions of the Board, act as clerk thereof, record all votes and the minutes of all proceedings in records to be kept for that purpose, and perform like duties for standing committees when required; shall give, or cause to be given, notice of all times in the principal office of the corporation at least one copy of the Bylaws with all amendments to date; shall make the Bylaws, the annual statement of the affairs of the Corporation, and any other pertinent corporate documents on file at the office of the corporation available for inspection by any Officer, Director, or Member during reasonable business hours; and shall perform such other duties as may be prescribed by the Board of Directors or the President.
34- The Treasurer shall have custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
35- The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper voucher for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions conducted as treasurer and of the financial condition of the Corporation.
36- If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful performance of duties of that office in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors. The Treasurer shall provide for restoration to the Corporation. In case of death, resignation, retirement, or removal from office, of all books, pares, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Other Officers and Substitutes
37- The Vice President, if selected by the Board, shall in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may prescribe.
38- The Assistant Treasurers and Assistant Secretaries, if selected by the Board, shall perform such duties as may be assigned to them by the Board of Directors or the President. The Board of Directors may, at any other time, designate any other person or persons, on behalf of the Corporation, to sign any contracts, deeds, notes, or other instruments in the place or stead of any of the officers, and may designate any instruments so signed in accordance with a resolution of the Board shall be the valid act of the Corporation as fully as if executed by any regular officer.
39- Any Director or Officer may resign his office at any time, such resignation to be made in writing and to take effect from the time the same is received by the Corporation, unless a fixed time is specified in the resignation, and then from that date. The acceptance of a resignation shall not be necessary to make it effective.
40- If the office of any Director becomes vacant for any reason (including an increase in the number of Directors), the remaining Directors, although less than a quorum, by a majority vote, may choose a successor or successors who shall hold office becomes vacant for any reason, the Directors, by a majority vote, may choose a successor or successors who shall hold office for the unexpired term.
41- If the entire Board of Directors shall become vacant, any Member may call a special meeting pursuant to the procedure contained in paragraphs 13 and 14, and Directors for the unexpired term may be elected at the said special meeting in the manner provided for their election at annual meeting
Compensation of Officers
42- The salaries and other compensation of all officers and agents of the Corporation shall be as fixed by the Board of Directors
Indemnification of Officers and Directors
43- The Corporation shall have the power to indemnify any person who is or was a party or is threatened to be made a party to any threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgements, fines and amounts paid in extent permitted by the laws of the Commonwealth of Virginia. The Corporation shall have the power to purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person, whether or not the Corporation would have the power to indemnify such person against such liability under the laws of the Commonwealth of Virginia.
Directors’ Annual Statement
44- The Board of Directors shall present at each annual meeting, and when called for by the Members, at any special, meeting of the Members, a complete statement of the business and condition of the Corporation.
45- Whenever notice is required by statute or by these Bylaws to be given to the Members, or the Directors, or any Officer of the Corporation, personal notice is not meant unless expressly stated and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box, postage prepaid, addressed to each Member, Director, or Officer, and such notice shall be deemed to have been given at the time of such mailing, except where notice is required to be given by facsimile, in which case notice shall be deemed to be given at the time the facsimile is transmitted.
46- Whenever any notice whatsoever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
47- The fiscal year of the Corporation shall be a calendar year. The fiscal year may be changed to such fiscal year as the board of Directors may determine to be in the best interests of the corporation.
48- these initial Bylaws were adopted by the Incorporator of the Corporation. Hereafter, Bylaws may be adopted, amended or repealed by vote of the Members. Bylaws may also be adopted, amended or repealed by the Board, but any bylaw adopted by the Board may be amended or repealed by the Members. In no event shall the Board of Directors have any power to amend this paragraph 48.