Bye-Laws of Partners in Poverty Reduction Inc.


Section 1 
Mission statement
Partners in Poverty Reduction (PPR) is to provide poverty alleviation and capacity building programs to vulnerable and disadvantaged African women and children; with the aim of reducing poverty across the African continent.

Section 2
Vision
Our vision is to help reduce poverty and improve the quality of life of disadvantaged women and children in our operational communities.

Section 3
Core Values
Compassion: Partners in Poverty Reduction will provide compassionate service by compassionate staff to all our beneficiaries.
Commitment: we shall be committed to enhancing the quality of life of all our beneficiaries.
Impact: we shall ensure that the lives of disadvantaged African women and children are positively impacted and evident by improved standard of living.
Integrity: upholding our integrity will be our guiding principle as we provide compassionate services to our beneficiaries.

 ARTICLE II

 Members

Section 1
Annual Meeting
Partners in Poverty Reduction (PPR) shall hold its annual stakeholders meeting on the first Friday of November of every year at exactly 10:00 am in a location agreed upon by board members. Annual meetings can be held either in United States of America, Africa or Australia.

Section 2
Notice
A notice shall be sent to each member two months in advance to allow time for adequate preparation for meetings. During meetings minute of the previous meetings shall be read to all by the secretary and all unfinished matters during the previous meeting shall be discussed. Any other concern towards the growth of the organization and its agenda shall be brought forward during the meeting by any executive member, stakeholder or any interested party of the organization.

Section 3
Form and Order of Meetings 
The President of the board of directors shall preside over annual meeting of the organization and the head of each committee shall preside over that committee’s meetings that they might organize.  In a situation the president of the board of directors is absent; the vice president shall preside over such meetings, if the vice president for whatever reason is also unable to preside, the president will assigned any board member to act in that capacity.
The order of meeting or proceedings shall be the prerogative of the presiding authority and it shall be within the powers of the presiding authority to adjourn every meetings.
The secretary shall always be in attendance in every annual meeting; in his or her absence the assistant will act in that capacity.

 Section 4
Other meetings
The president of the Board of directors may call special meetings (emergency) if and when the need arise.

Section 5
Quorum of Members
At any meeting of the members, a majority in interest of all the members entitled to vote on a matter, represented by members of record in person or by proxy, shall constitute a quorum of that voting group for action on that matter.
Once a member is represented at a meeting, other than to object to holding the meeting or transacting business, it is deemed to be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting.  At such reconvened meeting, any business may be transacted that might have been transacted at the meeting as originally notified.
 If a quorum exists, action on a matter is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the question is one upon which by express provision of law or of the Articles of Incorporation or of these Bylaws a different vote is required.

Section 6
Proxies
 Members of record may vote at any meeting either in person or by proxy executed in writing.  A proxy is effective when received by the person authorized to tabulate votes for the Corporation.  A proxy is valid for eleven (11) months unless a longer period is expressly provided in the proxy. 

Section 7
Voting
 Subject to the provisions of the laws of the State of Washington, and unless otherwise provided in the Articles of Incorporation, each outstanding membership certificate, regardless of class, is entitled to one (1) vote on each matter voted on at a members' meeting.

 Section 8
Adjournment
 A majority of the memberships represented at the meeting, even if less than a quorum, may adjourn the meeting from time to time.  At such reconvened meeting at which a quorum is present any business may be transacted at the meeting as originally notified.  If a meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if a new date, time, or place is announced at the meeting before adjournment; however, if a new record date for the adjourned meeting is or must be fixed in accordance with the corporate laws of the State of Washington, notice of the adjourned meeting must be given to persons who are members as of the new record date.

 ARTICLE III
 Officers and Board of Directors

 Section 1
The executive committee
The executive committee shall consist of the Chief Executive Officer (CEO), Chief Program manager, Secretary, Assistant Secretary, Treasurer and Organizer

Section 2.  Positions
The officers of this Corporation may be a Chairman of the Board, Chief Executive Officer, Chief Program Manager, Secretary, Assistance Secretary, Treasurer, and Organizer, as appointed by the Board.  Such other officers and assistant officers as may be necessary may be appointed by the Board of Directors or by a duly appointed officer to whom such authority has been delegated by Board resolution.  No officer need be a member or a director of this Corporation.  Any two (2) or more offices may be held by the same person.

 Section 3 
Board members
The Board of Directors shall consist of the Chief Executive Officer (CEO), the Chief Program Manager who doubles as the Assistant CEO, Secretary, Assistant Secretary, Treasurer, organizer and chairperson

Section 4 
Responsibilities of each board member
(I) the Chief Executive Officer (CEO): Chief Executive Officer shall preside over annual meetings and special meetings. He/ she shall give report to stakeholders and fellow executive committee member about the state of affairs of the organization.

(II) The Chief Program Manager: The Chief Program Manager shall also deputize for the CEO, he or she shall act in the place of the CEO in the event of the absence of such and shall exercise all the rights and powers pertaining to that office. He/ she shall also head a committee for the smooth operations of the organization.              

(III) The Secretary
 the duties of the Secretary shall be to take and keep minute during meetings and he or she shall be charged with the responsibility of keeping all records of the organization. He or she shall see that notices are given in timely fashion.

(IV). The Assistant Secretary: The assistant Secretary shall perform the duties of the Secretary in his or her absence and as such will possess all the powers of the Secretary. 

(V) The Treasurer: The power vested in the Treasurer is to have charge, custody and responsibility over all funds, finances and securities of the organization. He or she shall also be responsible for depositing monies into the organization’s bank account. He or she shall keep all financial records of the organization, receive subscriptions, donations, draw up budget and present monthly financial statements, incomes and expenditures.

(VI) The Organizer
The power and responsibility of the Organizer shall be to plan and execute all fundraising activities that will be in the interest of the organization, organize annual meetings and elections.

Section 5
Election
Election of officers shall be done by ballot, therefore elections shall be confidential and under no circumstance shall the identity of the electorate be made known to any individual unless he or she chooses to do so by his or her own free –will. All officers shall be elected by a majority vote. 
Any candidate who is nominated for office must be a member in good standing, he or she must be twenty-five (25) years of age or older, and must have been a member of the organization at least two (2) years

 Section 6
Resignation and Removal from office
Any board member who wishes to resign his or her office shall do so in writing and sent to the board president (CEO) a copy shall also be sent to the secretary after, which resignation will take place three weeks from the time of submission of the resignation letter.

 Section 7
Removal from office
If any member becomes abnormal, involve in tarnishing the image, dignity and interest, misappropriate funds of the organization; shall be brought before the executive committee for a disciplinary hearing, with two-third vote such will lose his or her membership

Section 8
Term of office
Executive members shall serve a two five- year term. All board members elected to an office shall begin serving in their office on the first day of the next fiscal year.

 Section 9
Regular Meetings
Regular meetings of the Board of Directors shall be held at such places and at such times as the Board by vote may determine, and, if so determined, no notice thereof need be given.

 Section 10
Quorum of Directors
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.  When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by the Articles of Incorporation or by these Bylaws. 

Section 11   
Adjournment
A majority of the directors present, even if less than a quorum, may adjourn a meeting and continue it to a later time.  Notice of the adjourned meeting or of the business to be transacted thereat, other than by announcement, shall not be necessary.  At any adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called.

 Section 12  
Salaries and Contract Rights
The salaries, if any, of the officers shall be fixed from time to time by the Board of Directors.  The appointment of an officer shall not of itself create contract rights.

 ARTICLE IV 
 Certificates of Membership and Their Transfer

Section 1 
Issuance, Certificates of Membership
  No membership certificates of this Corporation shall be issued unless authorized by the Board of Directors. Such authorization shall include the maximum number of membership certificates to be issued, the consideration to be received, and a statement that the Board of Directors considers the consideration to be adequate.  Certificates for membership of the Corporation shall be in such form as is consistent with the provisions of the Washington Business Corporation Act and shall state:
 a.        the name of the Corporation and that the Corporation is organized under the laws of the State of Washington;
 b.        the name of the person to whom issued; and,
 c.        the number and class of membership certificates and the designation of the series, if any, which such certificate represents.
            The certificate shall be signed by original or facsimile signature of two (2) officers of the Corporation, and the seal of the Corporation may be affixed thereto.

 Section 2
Transfer of Membership Certificates
Membership certificates may be transferred by delivery of the certificate accompanied by either an assignment in writing on the back of the certificate or by a written power of attorney to assign and transfer the same on the books of this Corporation, signed by the record holder of the certificate.  The membership certificates shall be transferable on the books of this Corporation upon surrender thereof so assigned or endorsed.

 Section 3
Loss or Destruction of Certificates
In case of the loss, mutilation, or destruction of a certificate of membership, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe.

Section 4  
Record Date and Transfer Books
For the purpose of determining members who are entitled to notice of or to vote at any meeting of members or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of members for any other proper purpose, the Board of Directors may fix in advance a record date for any such determination of members, such date in any case to be not more than seventy (70) days and, in case of a meeting of members, not less than ten (10) days prior to the date on which the particular action, requiring such determination of members, is to be taken.
If no record date is fixed for such purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of members.
When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned more than one hundred twenty (120) days after the date is fixed for the original meeting.

Section 5  
Voting Record
The officer or agent having charge of the membership certificate transfer books for membership certificates of this Corporation shall make at least ten (10) days before each meeting of members a complete record of the members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of membership certificates held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof

ARTICLE V
Books and Records

Section 1  
Books of Accounts, Minutes, and Membership Register
The corporation:  a. shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors exercising the authority of the Board of Directors on behalf of the Corporation;
b. shall maintain appropriate accounting records;
c. may engage an agent to maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class of membership certificates showing the number and class of membership certificates held by each; and, 
d. shall keep a copy of the following records at its principal office:

1) the Articles or Restated Articles of Incorporation and all amendments to them currently in effect;
2) the Bylaws or Restated Bylaws and all amendments to them currently in effect;
3) the minutes of all members' meetings, and records of all actions taken by members without a meeting, for the past three (3) years;

4) its financial statements for the past three (3) years, including balance sheets showing in reasonable detail the financial condition of the Corporation as of the close of each fiscal year, and an income statement showing the results of its operations during each fiscal year prepared on the basis of generally accepted accounting principles or, if not, prepared on a basis explained therein;  

5)         all written communications to members generally within the past three (3) years;
6)         a list of the names and business addresses of its current directors and officers; and,
7)         its most recent annual report delivered to the Secretary of State of Washington.    

Section 2
Copies of Resolutions
Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or members, when certified by the Chairman of the Board, Chief Executive Officer, President, or Secretary.

ARTICLE VI
 Amendment of Bylaws 

 Section 1

By the Members
These Bylaws may be amended or repealed at any regular or special meeting of the members if notice of the proposed amendment is contained in the notice of the meeting.

 Section 2.
By the Board of Directors
These Bylaws may be amended or repealed by the affirmative vote of a majority of the whole Board of Directors of any meeting of the Board, if notice of the proposed amendment is contained in the notice of the meeting.  However, the directors may not modify the Bylaws fixing their qualifications, classifications, or term of office.

ARTICLES OF INCORPORATION
 
                           OF
PARTNERS IN POVERTY REDUCTION INCORPORATED

501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Article 11
Amendments
This constitution is subject to addendum and amendments. Any proposed amendment to this constitution must be submitted in writing to any executive officer and such proposed amendment must be signed by four (4) executive members of the organization before being submitted.  After submission the executive officers will investigate and research into the amendment and make recommendations for vote to be taken. When vote has been taken and approve by a 2/3 majority, the amendment shall then become part of the constitution within thirty (30) days

Article 12
Registered Office and Registered Agent
The street address of the Company’s initial registered office and the name of its initial registered agent at that office is:
Scott Boyce
7025 W. Grandridge Blvd, Suite B-2
Kennewick, WA 99336

Article 13
Incorporator
The name and address of the incorporator is:
Tamba Gbembo
100 N. Irving Place J103
Kennewick, WA 99336

Consent to Appoint As Registered Agent
Scott Boyce (“Registered Agent”) consents to serve as Registered Agent in the State of Washington for The Aspire Foundation, Incorporated (the “Company”).  Registered Agent understands it will be Registered Agent’s responsibility to accept Service of Process on behalf of the Company; to forward mail to the Company; and to immediately notify the Office of the Secretary of State if Registered Agent resigns or changes the Registered Office Address.

 

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     REDUCTION Inc.