LATJOR DREAM BYLAWS:
Name, Purpose, and Location
The name of this corporation shall be the 'Latjor Dream' (hereinafter the 'corporation'). The corporation's principle place of business shall be located at 12 Red Oak Dr # 2A South Portland, Maine 04106. The corporation shall carry on business and operate anywhere with in the state of Maine or in any state where it has a legal authority to carry on business and operate.
The corporation is organized exclusively for charitable, educational and religious purposes within the meaning of section 501(c)(3) of the Internal Revenue code, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the code. The nature of the activities to be conducted, or the specific purposes to be promoted or carried out by the corporation, is as follows:
1) Researching, promoting, and celebrating the importance of our grandfather, the founder of Eastern land Latjor Diyan to the Southern Sudanese people, as well as the culture ties to our heritages.
2) Serving the various social service needs of South Sudanese Community in Maine, such as job, computer, and cooking training; language classes; in the Nuer and English.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
The foregoing enumeration of specific purposes shall not be deemed to be exclusive, and in general the corporation shall have the power to do all things incidental, necessary or convenient to the carrying out of its general aims and as permitted by the laws of the state of Maine as amended from time to time and section 501(c)(3) of the Internal Revenue code, as amended.
Section 1. General powers: The property, affairs and activities of the Corporation shall be managed by a Board of Directors shall have and may exercise all the powers allowed to non-profit corporations under the laws of the state of Maine except as may otherwise be limited by the provisions of these Bylaws and the Articles of Incorporation.
Section 2. Composition. The initial Board of Directors shall consist of between five (5) and twenty-one (21) members. The terms of additional Directors shall be staggered to provide for electing one third of the Directors at any annual meeting, as closely as is practicable.
Section 3. Election, of Directors and Filling of Vacancies in Offices: The Board of the Directors shall be elected by secret ballot at the annual meeting of the Directors and each Director shall serve for the term of three years or until his or her successor is elected and qualified. However, at the organization meeting of the Cooperation the initial Board of the Directors shall be elected as follows: The members shall elect a total of seven Directors. These seven directors shall then align themselves in staggered terms so that one third (1/3) of the Directors shall serve for a term of three (3) years, one third (1/3) of the Directors shall serve for a term of two years (2) years, and one third (1/3) of the Directors shall serve for a term of one (1) year. At each annual meeting thereafter the directors shall elect successor Directors for a term of three (3) years.
Section 4. Directors Term Limits: Each director shall be eligible to serve for no more than three years (3) consecutive three-year terms.
Section 5 Vacancies: Vacancies in the Board of the Directors which occur between elections shall be filled by a majority vote of the Board for the period of remaining until the next annual meeting, at which time an election shall be held by the Directors to fill the seat for the period remaining in the term. The president shall by appointment fill for the period remaining the next annual Meeting all vacancies in offices of the Corporation and such appointments shall be subject to confirmation by the Board.
Section 6. Resignations: Any director many resign at any time by giving written notice to the president or to the secretary. Such resignations shall take effect at the time specified therein, and, unless required by the terms thereof, the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal: A Director may be removed, either with or without cause, at a special meeting of Director called expressly for that purposed, by a two-thirds (2/3) vote of all the Directors. If any or all directors are removed at such meeting, new directors may be elected at the same meeting without express notice being given of such election. Each member of the Board of Directors is expected to attend all scheduled meetings. Failure to attend meetings shall constitute cause for removal.
Section 8. Board of Directors Meetings: The Board of Directors shall meet minimum of four (4) times per a year, including one Annual Meeting of the Directors. Meetings may be held by conference call if all Directors can simultaneously hear one anther. Meetings by email or web- forum are prohibited, unless the relevant provision of the Maine nonprofit Corporation Act is amended to allow such meetings. The Directors shall by resolution provide for calling and conduct of its meetings. A majority of the Directors shall constitute a quorum for the transaction of business, but the Director or Directors present at any meeting may adjourn such meeting from time to time until such quorum is present. In the event of a dispute over meeting procedure, the most current edition of Robert?s Rules of order shall determine the resolution. Special meetings of the Board of Directors shall be held at the call of the President or upon the request of any two members of the Board. At least two days notice, written or oral shall be given to each Director of a special meeting and such notice, if written be sent by mail to such address as the Director may designate which shall be recorded by the secretary.
Section 9. Board Action Without a meeting: Any action might be taken at a meeting of the Board of Directors may also be taken without a meeting by agreement of the majority of the Directors, as evidenced by signed writings or by electronic-mail messages (which shall be treated as the equivalent of a signed writing) submitted to President or secretary.
Section 10. Officers: The Officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of the Directors to serve for two-year terms office by an affirmative vote of a majority of the total Board of Directors
1. The President shall be the Chief Executive Officer of the Corporation. The President shall preside at all meetings of the Boards and exercise general supervision over the management of the property and affairs of the Corporation. The president shall do and perform such other duties from time to time as may be assigned by the Board of Directors. In the absence or inability of the President to perform any duties imposed, the Vice President may exercise all of the power of the President by order of the Board.
Section 1. Advisory Board: The Board of Directors may establish an Advisory Board, consisting of not more than twenty (20) members. Nomination and elections to the Advisory Board may be made at any duly authorized meeting of the Directors. Members of the Advisory Board shall serve for renewable three-year terms from the date of election by the Board of Directors. Members of the Advisory Board shall have no vote on any of the Corporation .
Section 2. Committee: The Board of Directors may, from time to time and for terms as they may see fit, establish Committee necessary for the smooth functioning of the Corporation. The President shall appoint Committee members from amongst the supporters of the Corporation and members of the community and shall fill vacancies in committee, and such appointments shall be subject to confirmation by the Board.
Section 1. Fiscal Year: The Fiscal years of the Corporation shall commence on the first day of January and end on the thirty-first day of December of each year.
Section 2. Bank Accounts: The Funds of the Corporation shall be deposited in one or more banks or other investment intuitions as designated by the Board of Directors.
All documents to executed by the Corporation including deeds, mortgages, lease, promissory notes or other instruments, except check, shall be execute by president and secretary on behalf of Corporation .All checks, other payments, or reasonably related series of checks or other payments issued by the Corporation shall be executed by any two of the following: The president, Vice president, Treasurer, or Secretary, except that any check issued in an amount of one thousand dollars (1,000,00) or less may be executed solely by the Treasurer or President
Section 3. Loans: 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. In accordance with 13-B M. R. S.A &712, in no event shall a loan be issued to a director or officer of the Corporation.
Protection of Director
Section 1. Limitation of Liability. The Directors shall not be liable to the Corporation or to any other Director for any mistake of judgment, negligence, or otherwise, except for his or her individual willful misconduct or except if he or she failed to in good faith with a view to the interests of the Corporation and with that degree of diligence , care and skill which an ordinarily prudent person would exercise under similar circumstances in like positions. No Director shall be liable out of his or her personal assets for any obligation or liability incurred by the Corporation or by the Directors. The Corporation a loan shall be liable for the payment or satisfaction of all obligation and liabilities incurred in carrying on the affairs of this Corporation
Section 2. Indemnification: Each Director of the Corporation may in the discretion of the other members of the Board of Directors be indemnified by the corporation against all loss, costs, damage, expenses and charges reasonably incurred and suffered by him or her in connection with the defense of reasonable settlement of any action, suit or proceeding to which he or she may be made a party by reason of having been member of the Board of Directors; provide, however, that on indemnification shall be provided for any person with respect to any matter as to which he shall have been finally adjudicated in any action was in the best interests of the corporation or, with respect to any criminal action or proceeding cause to believe that his conduct was unlawful.
Prohibition Against private Increment and Private Benefit.
No part of the net earnings of the Corporation shall insure to be the benefit of any Director or Officer of the Corporation, or any private individual, excepting solely such reasonable compensation that the Corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditure incurred on behalf of the corporation, and nor Director or Officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporation assets on dissolution of the Corporation (except that a Director or Officer may receive property of the Corporation in exchange for fair market value compensation to the Corporation).These By-laws shall not prohibit the reimbursement of incidental expenses necessary incurred in the business of the Corporation by any directors duly authorized and also shall not prohibit the employment of a persons, including Directors and Officers, to perform duties for the Corporation and receive compensation therefore, upon proper authorization of the Board of Directors.
This Corporation shall exist in perpetuity, but in the event of dissolution of the Corporation or the termination of its activities, the assets of the corporation remaining after the payment of all its liabilities shall be distributed exclusively to the one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue code of 1986,as a charitable, religious, eleemosynary, benevolent or educational corporation within the meaning of Title 13-B, of the Maine Revised Statutes as amended, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Amendments to these By-laws may be proposed and discussed at any meeting of the Directors of the Corporation and must receive approval of a majority of the Directors present and entitled to vote at that meeting.
Section 1, notes All notices to the Corporation shall be sent by mail to the corporation at its offices at 12 Red Oak Dr # 2A South Portland, Maine 04106. All notices from or to the Corporation shall be deem to have been given when mailed, except notices of changes of address, which shall be deemed to have been given when received.
Section 2. Caption. The captions herein are inserted as a matter of convenience and for reference, and in no way define, limit, or describe the scope of these By-laws or the intent of any provision thereof.
1 the undersigned, do hereby certify that the above and forgoing amended bylaws were duly adopted on__________ by Latjor Dream at a regular meeting of the Board of Directors held on due notice and in compliance with its former bylaws and its Articles of Incorporation at which time a quorum was present
_____________________. Secretary (Print name)
1. It is the mission of Latjor Dream to research, promote, and celebrate the importance of our spiritual leader and grandfather Latjor to Southern Sudanese people around the world. In addition, we aim to preserve and our Nuer cultural heritage.
2. Its to support the Southern Sudanese immigrants community through out Maine.
3. To provide a host of social services, including job training, life skills, ESL classes, and translation services, N?B We are inclusive of individuals from all races and religions and hope to build strong partnerships with Maine businesses, nonprofit organizations, and government agencies.
When did the first meeting for Latjor Dream held ?
The Board of Directors of the Latjor Dream held its first meeting on ____________, 2004, at ___________.
The following directors, constituting a quorum of the full board, were present at the meeting:
The following directors were absent:
The president announced that the meeting was held pursuant to written waiver of notice signed by each of the directors. Upon a motion duly made, seconded and unanimously carried, the waiver was made a part of the records of the meeting. It now precedes the minutes of this meeting in the corporate records book.
Articles Of Incorporation.
The President announced that the Articles of Incorporation or similar organizing instrument of this corporation was filed with the Maine Secretary of State on _______, 2004.
RESOLVED, that the Secretary of this corporation is directed to see that a copy of the Articles of Incorporation or similar organizing instrument of this corporation, file-stamped or certified by the Secretary of State or other appropriate state office or official, is kept at the corporation?s principal office.
There was then presented to the meeting for adoption a proposed set of Bylaws of the corporation. The Bylaws were considered and discussed and, on motion duly made and seconded, it was unanimously
RESOLVED, that the Bylaws presented to this meeting be and hereby are adopted as the Bylaws of the corporation;
RESOLVED FURTHER, that the Secretary of the corporation is directed to see that a copy of the Bylaws is kept at the corporation?s principal office.
The President announced that she/he is working with attorney Rob Levin to prepare the Internal Revenue Service Form 1023. This form is the application for recognition of 501(c)(3) tax-exempt status.
RESOVED, that the President of this corporation and Rob Levin, acting as the agent of the corporation, be and hereby are authorized and directed to file the IRS Form 1023 and associated forms and to communicate with the IRS in connection with all tax matters.
The President then announced that the next item of business was the election of officers. Upon motion, the following persons were unanimously elected to the offices shown after their names:
____________________ Vice President
Each officer who was present accepted his or her office. Thereafter, the President presided at the meeting as President of the meeting, and the Secretary of the corporation acted as secretary of the meeting.
Upon motion duly made and seconded, it was
RESOLVED, that the funds of this corporation shall be deposited with
RESOLCED FURTHER, that the president and the Treasurer of this corporation be and hereby are authorized and directed to establish an account with said bank and to deposit the funds of this corporation therein.
RESOLCED FURTHER, that any officer, employee or agent of this corporation be and is authorized to endorse checks, drafts or other evidences of indebtedness made payable to this corporation, but only for the purpose of deposit.
RESOLCED FURTHER, that all checks, drafts and other instruments obligating this corporation to pay money shall be signed on behalf of this corporation as stated in the Bylaws.
RESOLCED FURTHER, that said bank be and hereby is authorized to honor and pay all checks and drafts of this corporation signed as provided herein.
RESOLCED FURTHER that the authority hereby conferred shall remain in force until revoked by the Board of Directors of this corporation and until written notice of such revocation shall have been received by said bank.
RESOLCED FURTHER, that the Secretary of this corporation be and hereby is authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign on behalf of this corporation and the adoption of said bank?s standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions.
N/B Since there was no further business to come before the meeting, on motion duly made and seconded, the meeting was adjourned.