Haitian Congress to Fortify Haiti - Bylaws

Article I


The name of this organization shall be Haitian Congress to Fortify Haiti.

The organization will operate for charitable and educational purposes within the meaning of Section 501(c) 3 of the Internal revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law.

The organization will plan and implement programs and activities for the economic social and cultural advancement of the Diaspora and the motherland.

Section 1. The Haitian Congress to Fortify Haiti shall consist of:

  1. The General Assembly
  2. The Board of Directors
  3. The Board of Advisors

The General Assembly

Section 2. The General Assembly shall consist of the entire Voting membership of the organization and shall have the power to amend the by-laws provided that all members are notified of the proposed amendments at least thirty (30) days in advance.

These by-laws may be altered or amended by two-thirds of those who vote (see article IV on page 3).

Absent voting members are allowed to submit their provided absenting ballots by mail prior to a date certain.

  1. The desired alteration or amendment shall be in writing stating the article and section to be altered or amended and shall be submitted at
    least thirty (30) days before being adopted.
  2. The proposed amendment, if passed shall be effective thirty (30) days after being adopted.

Article II

The Board of Directors

Section 1. The Board of Directors shall consist of no less than seven and no more than 13 persons. The Board of Directors shall consist of a Chairperson, a Vice-Chairperson, an Executive Secretary, a Treasurer, a Vice-Treasurer and Board members.

Section 2. The Chairperson, Vice-Chairperson, Executive Secretary, Treasurer and Vice-Treasurer shall perform the duties described in the parliamentary authority and these bylaws.

Section 3. No person shall hold office if he/she is not a member of the organization and no member shall hold more than one office at a time.

Section 4. Member of the Board of Directors shall be elected at the annual meeting of the Organization for terms of 18 months and the Chairperson, Vice-Chairperson, Executive Secretary, Treasurer and Vice-Treasurer for terms of 24 months. Each Board member shall be at least 21 years of age and all of the members shall be Haitians or Haitian descents.

Section 5. Vacancies on the Board of Directors caused by death, resignation, and disqualification or otherwise, shall be filled for the unexpired term of the member.

Section 6. The Board shall hold a special meeting to select one active member of the organization for the remaining term of the leaving board member. It is understood that selection will be done by voice vote of the board members and accepted by a simple majority of the Board.

Article III

At the end of the term of the Board of Directors and/or its members, an election shall be held for the General Assembly to select the members of the Board.

Section 1. A special committee shall be selected to conduct such election and no Board member or candidate for a post shall be part of that group. The committee can be composed of members and non members of the Organization.

Article IV

Board of Advisors

The Board of Advisors shall offer administrative guidance to the Board of Directors and advise the staff, through the Chairperson, in the various program areas. They will monitor the effectiveness of programs, review and evaluate procedures, and give recommendations as needed.

Article V

Fortify Haiti.
The organization will cooperate with private individuals or organizations, Local, State and Federal Governments to advance the interests of its members, increase awareness and understanding of our history, culture, facilitate the assimilation of Haitians in the American culture as well as helping the members to improve their economic condition.

Section 1. Any local branch of the organization can be referred as Haitian Congress Center with understanding that term will apply strictly to the Haitian Congress to Fortify Haiti.

Article VI

Section 1. The organization shall have Active and Honorary members.

Section 2. Any adult Haitian, Haitian descent shall be eligible for active membership in the organization and shall become a member upon verbal or written request. It is understood that member shall pay the full amount of the annual fee.

Any Haitian or Haitian descent eighteen years or older shall be eligible for membership.

Section 3. Honorary member title shall be given to any individual regardless of his/her nation of origin or Corporation who has provided in kind or financial assistance to the organization.

Section 4. The assistance will not have to be directly from that individual or the Corporation but it can be through personal effort and persuasion before the government or a third party.

Section 5. The annual membership fee shall be fifty dollars for Active member and can be increased at the option of the Managing board and the approval of the majority of the members. However, no fee will be collected from any honorary member.

Article VII

Section 1. No one should be considered as a member without the payment of the required fee.

Section 2. Any existing member who fails to pay the annual fee will not be allowed to vote on any matter relating to the organization.

Section 3. Honorary member.

Upon recommendation of the majority of the Board not the General Assembly, an individual or a corporation will be issued the Title of Honorary member.

The organization will issue a letter to that individual or corporation as evidence to that Title.

Article VIII

Section 1. The treasurer or the Assistant Treasurer shall send a written notice to all members that are in default of their fee and such note should be sent not later than 30 days following the due date of the fee.

Section 2. The fee must be paid by May 1, of the year. High School or full time College student will pay fifty percent of the regular fee.

Article IX

Meetings of the Board of Directors

Section 1. Annual meeting. The annual meeting of the Board of Directors shall be held during the first Sunday not later than the second Sunday of each June.

Section 2. Two months prior to the expired term of the Board of the Directors or their members, they shall hold a special meeting to select the location, time and the committee for the election of the expiring positions.

Section 3. No member of the Board shall conduct any official duty or task of the organization at the end of his/her term of office.

Section 4. The newly elected members or officers will take office on the 15th day of the month subsequent to the month that election will be held.

Section 5. The Board shall schedule at least six (6) General Assembly meetings a year as such dates, times and location as it shall then designate.

Section 6. No meeting shall be held at any member of the Board of Director’s private home.

Article X

Section 1. It will be acceptable for a non board member of the organization to attend a Board meeting providing such person does not conduct him /her in a disruptive manner or interfere with the work of the members. It is understood that individual will remain silent during the course of the meeting unless invited to speak. However, the Board shall reserve the right to go into executive session of board members only by a majority vote of the board.

Section 2. Special Meetings may be called by the or upon request of three (3) members of the Board. The call to a special meeting shall specify what action is to be considered at such meeting and no other business should be discussed during that meeting. Any decision other than the one that was scheduled will not be biding to the organization and will be considered a violation to this act.

Section 3. Members should be allowed to attend any meeting. There shall not be any secret meeting or Meeting for the Board of Directors only.

Article XI

Section 1. Notice of each meeting shall be mailed or can be phoned by the Executive Secretary, the Chairperson or a member. At any meeting convened at which quorum is not present the meeting may be adjourned to and rescheduled to a date not more than 30 days from that date. However, the members present cannot make any decision binding to the organization.

Section 2. A quorum of the Board shall consist of a simple majority of the board members. Presence at such meeting can be achieved by telephone or video conference.

Section 3. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board of Directors.

The Chairperson or any officer or member may not act by proxy on any matter.

A member must be present to vote or be present at such meeting by telephone or video conference to vote. It is understood that presence means participation at such meeting.

Section 4. If these by-laws are silent on any issue or matter, members should use the Robert’s Rules of Order, Modern Edition, as their guidelines. This reference manual should be available at the Center and must be the prevailing guidelines regardless of any member’s personal opinion.

Article XII

The Chairperson, Vice-Chairperson, Treasurer and the Executive Secretary shall be the executive managing officers of the organization. They shall be responsible for carrying out the work of the organization with full participation of the Board members. The Chairperson or in his absence, the Vice-Chairperson shall preside at all meetings.

Section 1. The Chairperson, Vice-Chairperson, the Executive Secretary shall exercise general supervision over all activities and function of the organization. It is understood that these individuals or any member can not attend any meeting on behalf of the organization without advance notice to all members of the managing officers.

Section 2. The Chairperson, Vice-Chairperson or any member can neither sign nor accept any official or financial document or offer from the Government or Private agency without a strict approval of the Board. It is understood that official means: agreement to perform any specific service, program. Financial document means payment agreed to receive for any specific service that has to be administrated by the organization.

Section 3. The Vice-Chairperson shall, in the absence or inability of the Chairperson, perform the duties of the Chairperson.

Section 4. The Executive Secretary shall serve as the secretary of the Board recording the minutes of all proceedings in a book to be kept for that purpose: Shall be custodian of the organizations seal, the minutes and other organization records: The Executive Secretary shall perform all duties customarily incident to the office of Secretary. The Executive Secretary shall give, or cause to be given, notice of all meetings of the organization when, in such manner, as may be prescribed by these by-laws.

Section 5. The Treasurer and the Executive Secretary executive shall be responsible for the receipt and deposit in the name of the Haitian Congress to Fortify Haiti, funds and securities so received in such bank or other depository as shall be designated from time to time by the Board. All checks issued in payment of the obligations of the organization shall require two signatures, at least one of which shall be the Treasurer or Executive Secretary.

Under no circumstance, an employee of the organization shall have permission to sign a check for payment of any obligation.

From time to time, whenever the Board requires, an account of all transactions of the treasurer and of the financial condition of the organization, such information shall be provided no later than 15 days from the date that request is made.

Each requisition for payment of any expense to: Shall have the signature of the treasurer or one of the officer in the manager’s office.

Section 6. At the expiration of his or her term of office, The Treasurer shall deliver the monies, funds and securities of the organization and all records to his or her successor.

Article XIII

The Chairperson, Vice-Chairperson, the Treasurer and the Executive Secretary shall have and exercise all of the powers of the Board to consider and to act upon urgent matters that may arise between meetings of the Board provided that all actions taken are brought before the Board at its next meeting for ratification.

Article XIV

The Board may establish other committees, and assign to them duties and authority, as it sees fit, provided that no right to fill vacancies and no powers with respect to acquisition or disposition of real property shall be granted or delegated to any committee. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Article XV

Section 1. The Board shall employ a qualified Executive Director to whom it shall delegate responsibility for managing the day to day operations of the Haitian Congress to Fortify Haiti Center subject to the policies adopted by the Board.

Section 2. The Executive Director can recommend to the Board for employment any individual and direct all other staff persons in accord with established policies governing personnel and salary administration. The Executive Director will have the power to fire any individual employee but the employee will have the right to appeal his dismissal before the Board which shall have the power to reinstate such individual with back pay or uphold such dismissal.

Section 3. Upon receipt of the dismissal employee’s appeal, the or three members can call for a special meeting to consider and deliberate on the grievance of the employee. If no special meeting is scheduled, the board must include that grievance in the agenda of the next Board meeting.

Article XVI

The Board may authorize any officer or officers of the organization, including without limitation the Executive Director, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization. In the absence of special authority by the Board, all contracts or other instruments shall be signed by the Chairperson, the Vice-Chairperson, and the Treasurer and attested by the Executive Secretary with the authorization of the Board.

Article XVII

An individual member can be designated to accept on behalf of the Haitian Congress to Fortify Haiti, gift, bequest or devise for the general purposes or any special purpose of the organization, in the forms and manners approved by the Board.

Article XVIII

The Haitian Congress to Fortify Haiti may be permitted to purchase liability insurance for all Board members for liabilities they may incur on behalf of the organization and such insurance should be terminated at the expiration of the officer or member’s term of his/her office.

Article XIX

Section 1. No member of the Board shall derive any personal financial benefit, either directly or indirectly, by reason of his or her membership on the Board.

Section 2. Each member shall disclose to the Board any personal interest, which he or she may have in any matter pending before the Board and shall refrain from participating in any decision on the matter. In addition, matters having the appearance of a conflict of interest must be fully disclosed to the Board.

Section 3. It is acceptable for the Board to approve and pay transportation, Hotel fees and meals and reasonable expenses incident to attendance of any in State or out of State or in a foreign country Seminar by Board members.

Article XX

The Local of the Haitian Congress to Fortify Haiti is the official address of the organization for all correspondence, which cover letters, Fax, telephone and any electronic correspondence.

Section 1. No officer or member of the Board shall receive any correspondence at his/her home other than a designated location by the Board.

Section 2. It shall be a violation of these by-laws for any member to accept any correspondence on behalf of the Association at his/her designated location.

Section 3. Nothing in this article or these sections should be confused with a letter, phone call, fax or email received from board members in regards to the organization.

Section 4. To the extend possible and based on availability of the members, attendance of any Private or Government meeting or Seminar must be assigned to two or more members.

Section 5. All members has the right to attend any meeting or seminar that is scheduled for the benefit of the Association. Attendance of a meeting by members should be encouraged. But selection shall be on lottery system and qualification.

It is understood that the organization will pay reasonable expenses if funds are available.

Article XXI

Section 1. When a member or group of members attend a meeting, seminar or conference, the member(s) must inform or explain all subjects or issues that were discussed and presented at that particular meeting, seminar or conference to the Board at the next meeting. In addition important information may be, communicated immediately by telephone, fax, e-mail or regular mail.

Section 2. The Board shall have the power to take a disciplinary action such as censure or expulsion against a member who violate any section of this article or is convicted of any criminal activity. It should be noted that indictment is not a conviction. The Board by a majority vote shall decide to grant or deny a hearing to the individual who was convicted.

Article XXII

The Board shall adopt an official Seal for the organization and such seal must be approved by the Majority of the members during one of the Organization meetings.

Article XXIII

Amendments of these by-laws may be proposed by a majority of the board members at any regular or special meeting but such amendment or amendments is/are official when such amendment or amendments is/are ratified by two third of the members.

Article XXIV

Section 1. In accordance to IRS rules relating to exempt status under section 501(c) (3), the Haitian Congress to Fortify Haiti must make all books and records available for Public inspection. However, this requirement does not include the Contributors names and addresses and information about contributors included with Form 990,990EZ or IRS rules and regulation and form.

Article XXV


Section 1. The General Assembly shall be the only authorized body to dissolve the Haitian Congress to Fortify Haiti and dispose of the property by two thirds (2) affirmative vote.

Section 2. upon liquidation and/or dissolution of this organization, the entire assets remaining after payment of any and all liabilities and obligations of this organization shall be distributed to an exempt organization under Section 501(c (3) of the Internal Revenue code of 1986 as amended.

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