By Laws

Section 1: Name:
The name of the organization shall be Mawuli Fund, hereinafter referred to as The Fund.
Section 2: Principal office:
The principal office of the Fund is located in New Castle County, State of Delaware.
Section 3: Operating office:
The principal office of the Fund is located in New Castle County, State of Delaware.
Section 4: Other offices:
The Fund may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
Section 1: a: To engage in any lawful act or activity for which a non-stock, non-profit corporation may be organized under the Internal Revenue Services’ rules and regulation of the United States of America.
b: To accept, hold, invest, reinvest, and administer any gifts, bequests, devises, benefits or trusts (but not to act as trustee of any trust), and property of any sort, without limitation as to amount or value, and to use and apply the whole or any part of the principal thereof and the income therefrom exclusively for charitable, scientific, literary or educational purposes either directly or by contributions to organizations and foundations, exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code
Section 2: a: To promote and provide funding for educational services for underprivileged adolescents
b: To provide grants to secondary schools for development of the educational facilities and infrastructure, computer equipment and other related educational materials
c: To foster a spirit of cooperation amongst former students, teachers, friends and visitors with interests in adolescents education in developing and poor communities
d: To foster close relations with other such organizations with similar objectives
Section 1: Mawuli Fund shall be the responsibility of a Board of Directors, hereinafter referred to as the Board, who shall from time to time supervise the election and or the appointment of officers to perform the day to day administration of the Fund.
Section 2: The fiscal year shall be from January 1 to December 31.
Section 1: Responsibility:
Except as otherwise provided by law or in the by-laws of the Fund, all the affairs of the Fund shall be managed and all powers of the Fund shall be exercised by the Board
Section 2: Number of Directors:
The number of directors and the manner of their election shall be as provided in the by-laws and unless otherwise provided therein, shall be by appointment by the Chairman of the Board, and may not at anytime be less than five (5) nor exceed nine (9). Any person may serve on the Board
Section 3: Supervision and Control:
The Board of Directors (trustees) shall have supervision, control and direction of the affairs of the Fund, shall determine policies within limits of the law, and shall actively pursue and see to the implementation of the aims and objectives of the Fund.
Section 4: Duties:
The Board shall:
a: Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these by-laws;
b: Appoint and remove, employ, supervise, and discharge, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the Fund;
c: Meet at such times and places as required by these by-laws for the conduct of its business as it deems advisable and appoint such assistance as necessary
Section 5: Term of Office:
Each member of the Board shall be appointed for three years. The option for re-appointed shall be at the discretion of existing founding members on the Board. If there are no founding members, a simple majority decision by at least two-third membership of the Board shall be required. There is no limit to the term of office of founding members
Section 6: The Board of Directors may have a chairman nominated by the current Board members and accepted by consensus as and when the need arises, and shall only apply when there are no more founding directors sitting
Section 7: Compensation:
No member of the Board shall be compensated for service to the Fund, except for reimbursement of reasonable fees for attending regular and special meetings of the Board
Section 8: Meetings:
The Board of Directors shall endeavor to meet at least once every other year, at such time and place as the Directors may choose. Special meetings shall be held at the call of the Chairman of the Board, or at least by two (2) other members of the Board. At least five (5) days notice of all regular or special meetings of the Board of Directors shall be transmitted to all members, utilizing any good technological means of communication. Email communications on a subject matter may also be accepted as a meeting in lieu of a formal gathering for the purpose
Section 9: The Chairman of the Board or his designee shall preside over all meetings of the Fund. In the absence of Chairman or his designee, the President, the Secretary or the Treasurer shall preside in that order of command chain
Section 10: Quorum:
At least three members of the Board of Directors shall constitute a quorum at a Board meeting. Voting rights of a director shall not be delegated to another or exercised by proxy.
Section 11: Majority Action as Board Action:
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these by-laws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 12: Non-Liability of Directors:
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Fund.
Section 13: Indemnification by the Fund of Directors and Officers:
The directors shall be indemnified by the Fund to the fullest extent permissible under the appropriate laws.
Section 1: Designation of Officers:
The officers of the Fund shall be that of a president, a secretary, a treasurer, and a financial secretary. The Fund may have such other officers as may be determined from time to time by the Board of Directors
Section 2: Any person may serve as an officer of the Fund
Section 3: Board members may hold Executive Committee positions
Section 4: Election and Term of Office:
The Officers shall be elected by the Board of Directors, at any time, and shall hold office until he or she resigns or is removed.
Section 5: Resignation and Removal:
Any officer may be removed with or without cause by the Board of Directors at any time. Any officer may resign by giving written notice to the Board or to the President or Secretary of the Fund
Section 1: President:
The President shall perform duties as are normally incident to the office. He/she shall be an ex officio member, with voting privileges, of all committees. The President shall publish reports, and shall communicate to the Fund and to the Board of Directors such matters as may in his/her opinion, promote the welfare and increase the usefulness of the Fund
Section 2: Secretary:
The Secretary shall give notice of and attend all meetings of the Fund and the Board of Directors, shall keep a record of all proceedings, shall attest documents. He/she shall perform such duties as are usually normal for such office. He or She shall also keep all financial records of the Fund
Section 3: Treasurer:
The treasurer shall keep an account of all moneys received and expended for the use of the Fund, and shall prepare quarterly financial reports, and make disbursements as authorized by President in consultation with the Board of Directors
Section 4: Financial Secretary:
The financial secretary shall act as the internal auditor for the Fund, and shall prepare annual financial reports in consultation with the Board of Directors
Section 5: Officers and Directors shall not receive compensation for their services.
Section 1: The Board shall have the power to appoint committees as it deem fit from time to time. Such committees shall have specific terms of reference and shall be considered automatically dissolved at the conclusion of their intended assignment. Membership of the committees is open to any person
Section 2: Meetings and Actions of Committees:
Meetings and actions of committees shall be governed by and held in accordance with the provisions of these by-laws concerning meetings of the Board of Directors.
Maintenance of Corporate Records:
The Fund shall keep at its principal office:
a: Minutes of all meetings of directors and committees of the Board;
b: A conformed copy of the Fund’s Articles of Incorporation and By-laws;
c: Adequate and correct books and records of its corporate bank account(s);
d: Copies of all correspondence and filings with the IRS.
The rules contained in the current edition of “Robert’s Rules of Order” shall govern the conduct of meetings of the Fund in all cases to which they are applicable and in which they are not inconsistent with these by-laws.
Section 1: Limitation on Activities:
No substantial part of the activities of this Fund shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this Fund shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these By-laws, this Fund shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2: Prohibition against Private Inurement:
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3: Distribution of Assets:
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 1: Amendment. These by-laws may be altered, amended, or repealed and new By-laws adopted by approval of the Board of Directors.
Section 2: Unless otherwise stated all amendments shall become effective on the date of the vote
If there is any conflict between the provisions of these By-laws and the Articles of Incorporation of this Fund, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these By-laws be held unenforceable or invalid for any reason, the remaining provisions and portions of these By-laws shall be unaffected by such holding.

All references in these By-laws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

We, the undersigned, the initial directors and officers, on behalf of, and on the consent of the initial directors or incorporators of this Fund, hereby do, adopt the foregoing By-laws, consisting of five (5) preceding pages, as the by-laws of this corporation.

Sgnd: Yao Ababio, Caroline Bruce and Senyo Opong – 20 January 2001

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