Dil's Home Foundation-By-Laws

DIL'S HOME FOUNDATION

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By-Laws of Dil's Home Foundation, Inc.

(A Delaware Not-For-Profit Corporation)

Adopted: 7 October 2008

THE UNDERSIGNED, do hereby adopt the following as the ByLaws and Constitution of Dil's Home Foundation, registration number SRV 080949041 - 4599202, certified under the Great Seal of the State of Delware on 12 September 2008.

Definitions:

Unless explained otherwise "DHF" will refer to mean the organization Dil's Home Foundation.

Unless explained otherwise "Foundation" will refer to mean the organization Dil's Home Foundation.

Unless explained otherwise "Member" will refer to mean beneficiaries and/or donors of Dil's Home Foundation.

Unless explained otherwise "Officers" will refer to mean the elected members of the Board of Directors of Dil's Home Foundation.

Unless explained otherwise "Board" will refer to mean the Board of Directors of Dil's Home Foundation.

Unless explained otherwise "Patron" will refer to mean corporate financial donors.

Unless explained otherwise "Founders" will refer to mean Nichole Myer, Bijay Kumar Rana and Dil Kumari.

Article I

NAME

The name of this Organization shall be Dil's Home Foundation, Inc and it shall be a not-for-profit organization without any affiliation to any political institutions, religious institutions and/or parties. DHF will operate with offices in Evergreen Park, Illinois as a primary fundraising and corporate operating center, as well as in Bandipur, Nepal as the primary learning center, skills development, and living quarters should the need arise for Members of DHF.

The principal office of Dil's Home Foundation or "the Foundation" shall be located at 2612 West 89th Place, Evergreen Park, IL 60805, USA. However, all discussions conducted by email and taken to agreed conclusion among correspondents serving the official business purposes of the Foundation, shall be considered equivalent to in-person meetings as if they were conducted at the Foundation's principal office.

Article II

OBJECTIVES

As a not-for-profit community welfare organization the objectives shall be:

1. To provide a safe and nurturing environment for children and families of Bandipur to eat, sleep, play and learn.

2. To provide aid to families in need in the Bandipur area including food, shelter, clothing and emergency medical funds.

3. To advocate Nepali culture and heritage for future generations through mentoring and hands-on skills development within the community and the foundation.

(501(c) registration number to be added once approval has been received from the IRS) As permitted to be exempt from taxation under Section 501(c) of the United States Internal Revenue Code, as now in or hereafter amended.

Article III

ORGANIZATION

1. The organization shall consist of the Board, Members, and Advisors.

2. The Board shall consist of the President, Vice-President, the General Secretary, Treasurer, and up to two (2) Board members. Other officers may be added if desired by two-thirds majority of the Board.

3. Advisors will be appointed as determined by the Board.

Article IV

GOVERNMENT

The government of the organization shall be vested in the Board and will report to the Members and/or Advisors when and as required.

Article V

ELECTIONS

1. Nominees shall be appointed through anonymous request as submitted to the Board.

2. Nominees shall be Members, Advisors and/or members of the Board as per Article III. The list of nominees shall be finalized by the end of January of the election year.

3. Any Member of DHF as per Article III may run for office if supported by either two (2) members of the Board or seven (7) Members of DHF.

4. No Member shall be a candidate for more than one office.

5. The date of the elctions shall take place no more than three (3) months prior to the end of January of the election year, using United States solar calendar.

6. In the event there are multiple candidates and/or more candidates than positions available, all Members, Advisors, and Board of Directors shall participate in a democratic voting process. The winner will be determined by obtaining by a majority of the vote.

7. Election results shall be made public no later than five (5) business days after the election has ended. Election results shall be posted online at DHF's website and a copy of said results will be mailed to all members.

8. Due to unforseen reasons, before the formation of a Nominating Committee, upon the recommendation of the Board may postpone elections until a time when elections can be held.

Special Provision: until the next elections can be held in 2010, the founding Directors of DHF will nominate and appoint members of the Board. The founding President with advice and consent of other founding members of the Board will appoint other Board members as necessary.

Article VI

TERMS OF OFFICE

All elected officials shall take office one month after election results have been made public and results have been mailed to all members and said elected official shall serve for two years. During said month outgoing official shall engage in transitioning all pertinent information and contacts so as to maintain a proper functioning of all duties and to maintain proper operation of DHF. There shall be no term limit for any elected office.

Article VII

VACANCIES
1. The Board shall elect one of its members to assume the duties of the Chairperson if the current Chairperson is unable to fulfill his/her term/duties due to resignation, death or other causes.

2. The Vice-President shall assume the duties of the President if the current President is unable to fulfill his/her term/duties due to resignation, death or other causes. In case a Vice-President is not available to fulfill or declines to accept the position of the President, by a simple majority vote of the Board one of the Officers shall be elected to the post of the President. The candidate for the post may not vote. In case of a tie, the Chairman of the Board will cast the deciding vote.

3. An Officer or a Member upon the approval of the simple majority of the Board shall fill vacancies in all elected positions, other than the President, due to resignation, death or other causes.

Article VIII

DUTIES

1. The Board Shall:

a. Prepare and adopt an Annual Budget

b. Designate a Bank or Banks in which the funds of the Organization shall be deposited and maintained.

c. When necessary, seek the services of an independent auditor to audit the books and accounts of the Treasurer.

d. Designate the official mailing address of the Organization.

e. Be empowered to publish an official newspaper, create a website, or any other such actions for the purpose of disseminating information and news regarding the activities of the Organization.

f. Be empowered to appoint special committee(s).

g. Submit to all Members a clear and accurate statement of the financial condition and a complete report of the activities of the organization.

h. Designate a place and date of the annual gathering.

i. Prepare and submit the annual financial report to the Board and Members.

j. Appoint a web-master who shall be responsible for maintaining the DHF web site.

2. The Chairman of the Board shall:

a. Preside at all meetings of the Board.

b. Serve as an impartial observer and conflict resolution manager.

3. The President shall:

a. Prepare an agenda and preside at all meetings of the Board and perform all duties commonly associated with this office.

b. Be the custodian of official charter documents, seals, and other such materials.

4. The Vice-President shall:

a. Perform all the duties of the President in the absence of such officer, as defined in Article VII (2).

b. Perform all duties of the General Secretary or the Treasurer in the absence of such officers unless otherwise determined as per Article VII (3).

c. Be charged with the duty of soliciting new Officers and Patrons.

5. The General Secretary shall:

a. Carry out the instructions of the Board.

b. Record the minutes of all meetings of the Board.

c. Be the custodian of all the records and activities of the Board and the Organization.

d. Present a detailed report at each meeting of the Board. This report shall include the minutes of the last meeting.

e. Keep a complete and up-to-date record of all Members.

f. Maintain an index of all supplies and equipment of the Organization.

6. The Treasurer shall:

a. Carry out the instructions of the Board.

b. Be the custodian of all funds of the Organization.

c. Receive all money due to the Organization and keeps a true record of all receipts and disbursements.

d. Deposit all moneys to the credit of the Organizaiton in banking institutions(s) approved by the Board as per Article VIII (1,2).

e. Receive and examine all bills against the Organization, if found, proper, shall make necessary payments. All checks shall be signed by the President and the Treasurer.

f. Present a detailed financial report at the Board meeting.

g. Manage all state and federal IRS reporting.

Article IX

AMENDMENTS

An amendment to the By-laws may be initiated by two-thirds (2/3) of the Board or ten percent (10%) of the Members of DHF. To amend or adopt a By-law it shall require two-thirds (2/3) majority of votes cast by the Members or by three-fourths (3/4) of majority votes of the Board.

Article X

PARLIAMENTARY PROCEDURE/MEETING

1. The President shall call and preside over the meetings of the Board.

2. All proposals/resolutions that have the support of at least two (2) of the committee members shall be put forth for vote by the presiding officer.

3. For any proposal/resolution to pass it must receive in its favor at least a simple majority of votes cast.

4. The presiding officer may limit the time of any speaker(s).

Article XI

QUORUM

1. A majority of the Board shall consist of a quorum at any Board meetings. The Chairperson or his/her designee must be present for the quorum to be met.

2. A majority of the Committee shall consist of a quorum at any Committee meetings.

3. A majority of Members and the Board shall consist of a quorum for the general body meeting.

Article XII

REMOVAL FROM OFFICE OR ORGANIZATION

Upon the documented recommendation by at least three-fourths (3/4) of the Board the Board may remove any Officer, Member, Advisor, and Honorary member from his/her respective office, position, and/or from the Organization. The reason(s) of such action must be clearly stated.

Any individual Director of the Board may be removed from that post by three-fourths (3/4) vote of the Board of Directors. The reason(s) of such action must be clearly stated.

Article XIII

VOTING

1. All members of the Board shall be entitled to vote in a Board meeting.

2. All Members of the Foundation shall be entitled to vote in the election for the Board, and also in any Foundation meeting(s) that which is open to all Members to participate in.

Article XIV

DUES

There shall be no dues.

Article XV

FUNDRAISING

The Foundation shall have unlimited power to engage in, and do, any lawful act not inconsistent with the Foundation's non-for-profit tax-exempt status, including conducting fundraising activities to promote programs, projects and activities consistent with the By-laws, the Foundation's Articles of Incorporation and the over-arching commitment to manage and distribute knowledge as a free public good.

Article XVI

FUND MANAGEMENT

The Founders shall have the power to operate bank accounts and to seek funds to establish an endowment fund and to manage the investment and its returns consistent with the stipulations of the By-laws of the Foundation and its tax-exempt status. All transactions shall be presented to the Board for review before finalization of any/all contractual financial agreements.

Article XVII

COMPENSATION

The Board of Directors shall have the authority to fix the compensation of Officers, Members, or other entities contracted to provide services to the Foundation, unless otherwise provided in the Articles of Incorporation. However, the Board of Directors does not have the authority to determine their own compensation. The Finance Committee must first approve any compensation paid to a Director of Dil's Home Foundation.

Article XVIII

RELATIONSHIP WITH OTHER ORGANIZATIONS

DHF can, if deemed necessary, seek to establish and promote a working relationship with other organizations.

Article XIX

DISSOLUTION

DHF may be dissolved or disbanded by a resolution passed by three-fourths (3/4) of the Board upon the documented recommendation by three-fourths (3/4) of Members. Upon dissolution or disbandment, all funds in the Treasury of DHF and all equipment and materials shall be donated to a 501(c) not-for-profit organization as determined by the Board.