ODIHA is governed by an independent Board of Directors which consist of 9 to 15 members. The Board is dedicated to the promotion and implementation of the goals, objectives, and mission of the Organization. The Board of Directors is assisted by an Executive Committee composed of a President, Vice-President, Chief Financial officer, International Coordinator, Secretary, Public Relations Officer, Cultural Ambassador, Program Director, Haiti General Director & Haiti National Coordinator.
In addition, ODIHA has a team of International Community Advisors who maintains the pulse of the community in the country where they reside. This team is instrumental in advising the Board as to issues of importance to the community.
The Office of the Haitian Diaspora (ODIHA) has adopted the following Code of Conduct that all Board members, officers, and members of the organization agree to adhere to by signing below:
No member of the Board of Directors, Executive Committee or any other officer shall derive any personal profit or gain, directly or indirectly, by reason of his or her service as a member of the Office of the Haitian Diaspora (ODIHA). All Members of the organization shall conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as members of the organization.
Nevertheless, conflicts may arise from time to time.
The Office of the Haitian Diaspora (ODIHA) strives to maintain a workplace that is free from illegal discrimination and harassment. While all forms of harassment are prohibited, it is the organization’s policy to emphasize that sexual harassment is specifically prohibited. Any board member who engages in discriminatory or harassing conduct towards anyone is subject to removal from the Board. Complaints alleging misconduct on the part of Board members will be investigated promptly and as confidentially as possible by a task force of the Board appointed by the Executive Committee.
Board members are reminded that confidential financial, personnel and other matters concerning the organization and its donors, may be included in board materials, or discussed from time to time. Board members should not disclose such confidential information to anyone.
Board members are expected to exercise the duties and responsibilities of their positions with integrity, collegiality, and care. This includes:
Article I – Purpose:
The purpose of this conflict-of-interest policy is to protect ODIHA ’s interests when it is contemplating entering a transaction or arrangement that might benefit the private interests of an officer or director of ODIHA or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
Article II – Definitions: Interested person:
(a) An ownership or investment interest in any entity with which ODIHA has a transaction or arrangement,
(b) A compensation arrangement with ODIHA or with any entity or individual with which ODIHA has a transaction or arrangement, or
(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which ODIHA is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest.
Article III – Procedures: Duty to Disclose
iii. After exercising due diligence, the Board or shall determine whether ODIHA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a financial conflict of interest.
Article IV – Records of Proceedings
The minutes of the Board and all committees with board delegated powers shall contain:
Article V – Compensation.
Article VI – Annual Statements.
Each director, principal officer, and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:
Article VII – Periodic Reviews
To ensure ODIHA operates in a manner consistent with its non-profit status and does not engage in activities that could jeopardize its legal status therefore, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Article VIII – Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, ODIHA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
Revision History by the ODIHA Board Initial Conflict of Interest policy adopted on this Date:
ARTICLE I. NAME, DEFINITIONS, PURPOSE, ENUMERATED OBJECTIVES AND GOALS
Section 1.0. Name – The Name of the Organization Shall be: The OFFICE OF THE HAITIAN DIASPORA, or OFFICE DE LA DIASPORA HAITIENNE, doing business as ODIHA and may from time to time referred to as (OHD). It shall be a Not-for-Profit Membership Organization as defined by the Internal Revenue Service, Section 501(c)(3) and incorporated in the States of Florida and the Republic of Haiti.
Section 1.1. Definitions:
ODIHA Official Flag: The Office of the Haitian Diaspora shall have its own flag. The flag shall have a white background with the logo of the organization affixed in the middle of the white background. The flag shall be flown at every ODIHA office in Haiti and abroad to the extent possible.
Organization: shall mean “The Office of the Haitian Diaspora”, “OHD”, and “Office de La Diaspora Haïtienne” and its FRENCH acronym as “ODIHA” or its English acronym as “OHD”.
Members: shall refer to any individual and or organization who joins the Office of the Haitian Diaspora either as a member or an affiliate and paid all annual dues.
Programs: shall refer to all programs administered or sponsored by the Organization.
Local Investment: shall refer to any investment made by the organization in any of the ten departments in Haiti.
Headquarters: shall refer to the office of the Haitian Diaspora in Miami and shall serve as the only headquarter of the organization.
Offices: shall means any office of the organization established by the President of the Organization anywhere in the world as the President shall from time to time decide.
Founders of the Organization: shall refer to any person whose name is affixed in the corporate document as “incorporator”,” Governor” “Founder” as such terms maybe used from time to time in state corporate document; or who had been determined or listed as a founder in the Organization’s website by the person whose name is affixed in the States of Florida corporate document.
Entire Board: shall mean all the 9-15 voting members of the Board of Directors that would be on the Board assuming no vacancies.
Section 1.2. Official Office: ODIHA shall have its national office in Haiti with satellites offices in US Cities as designated by the President from time to time.
Section 1.3. Purpose –The Office of the Haitian Diaspora, (ODIHA) or dba “OHD” is organized exclusively for civic, education, charitable and scientific purposes pursuant to Florida statutes sections 607.601.
Section 1.4. Enumerated Objectives and Goals:
ARTICLE II. POWER
2.0. Powers. The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.1. Nonprofit Status and Exempt Activities Limitation.
(a) Nonprofit Legal Status. The Office of the Haitian Diaspora, dba ODIHA is a New York, and Florida State non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, 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 set forth in the Articles of Incorporation and these Bylaws.
(c) Distribution Upon Dissolution. Upon termination or dissolution of the Office of the Haitian Diaspora, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the Office of the Haitian Diaspora, hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Office of the Haitian Diaspora, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to Haitian organizations located within the State of New York, Florida or Haiti.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Office of the Haitian Diaspora, dba ODIHA, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of New York or Florida to be added to the general fund.
ARTICLE III. MEMBERSHIP
Section 3.0. Eligibility for Membership. Membership shall be open to any person, entity, organization who shares the objectives and goals of the organization. Membership is granted after completion of an application (either via its website or by email) and payment of the annual due which amount shall be determined by the Board of Directors.
Section 3.1. Membership Committee. ODIHA shall have a Membership Committee comprised of no less than seven (7) members. The committee shall have a chairperson in charge of conducting meetings and setting up agenda for the committee. The committee shall oversee developing rules and regulations for membership, marketing materials, and annual dues for members. The Committee shall from time to time organize membership drive at least once a year to promote ODIHA in the community and increase membership in the organization. The membership committee shall report directly to the Board of Directors. The Chairperson of the Membership Committee shall report directly to the Board of Directors.
Section 3.2. Members of Haitian Descent. Any person of Haitian descent living anywhere in the world may become member by either requesting said membership in writing or by email. The organization may from time to time hold membership drive to encourage people to become members of the organization. Such membership drive shall take place anywhere in the world at the discretion of the President of the organization.
Section 3.3. Annual Dues for Executive Officers of OIDHA. The annual due for Executive Officers of ODIHA shall be $250.00 a year, unless change by the Board of Directors of ODIHA. Membership is contingent upon being up to date on membership dues.
Section 3.4 – Annual Due for Committee Members. The annual due for officer members and members of all committee shall be $150.00 a year, unless change by the Board of Directors. Membership is contingent upon being up to date with membership dues.
Section 3.5. – Annual Due for General Public. The Annual due for the general public shall be $100 per year or equivalent in local currency of the country of residence of the member unless another amount is agreed upon by the Board of Directors after submission of a request for such change by the ODIHA Country Representative. Membership is contingent upon paying the membership due.
Section 3.6 – Annual Due for Student members. The annual dues for Student of Haitian descent shall be no more than $20 per year or the equivalent in local currency unless changed by the Board of Directors. Student members who cannot afford the membership fee may request a sponsor via the Membership Committee.
Section 3.7 – Annual Due for Entity as Members. Any organization, entity, agency may become member of ODIHA by paying a yearly due as determined by the Board of Director provided that such entity, organization, agency shares the beliefs, goals and mission of ODIHA.
Section 3.8 – Membership Card. Each paying member of ODIHA shall receive a Membership Card with their name, picture and other information as the Board of Directors shall determine. The membership card shall have no expiration date but shall listed the year that the person becomes a member. The logo of ODIHA shall be affixed on the back of the Membership Card.
Section 3.9 – Termination of Membership. Membership in the organization shall continue until a member resign withdraw, being expulsed, or as otherwise provided herein or upon dissolution or liquidation of the organization, or upon death of any member if such member is an individual, and upon the dissolution and liquidation if such member is an organization.
Section 3.10 – Termination of Membership for Non-Payment. Any member who fails to pay the membership due shall first be given notice of non-payment by the Chief Financial Officer of the organization at least three times before issuing a letter of suspension for 30 days and termination of membership if the fees are not paid within the next 30 days. A member undergoing hardship may petition the Membership Committee and the Chief Financial Officer for exemption or extension by providing proof of hardship.
Section 3.11. Programs for Members. ODIHA shall implement the programs listed below which shall be available to all members in good standing either free of charge or with minimum charges as determined by the Board of Directors.
The Programs shall be:
Section 3.12 – Administration of the Programs. Each program shall be administered by a paid employee who shall report to the President of the Organization. Employees’ salary and hiring must be approved by the Board of Directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.0. Number of Directors. The Office of the Haitian Diaspora, ODIHA or OHD shall have a board of directors consisting of at least 7 and no more than 13 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors.
Section 4.1 Powers. All corporate powers shall be exercised by or under the authority of the board and the affairs of the Office of the Haitian Diaspora shall be managed under the direction of the board, except as otherwise provided by law.
Section 4.2 Terms. All directors shall be elected to serve a two-year term; however, the term may be extended until a successor has been elected. Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year. Directors may serve terms in succession. The term of office shall be considered to begin January 1 and end December 31 of the second year in office unless the term is extended until such time as a successor has been elected. Founders of the Corporation are directors emeritus with lifetime appointment.
Section 4.3 Qualifications and Election of Directors. In order to be eligible to serve as a Director on the board of directors, the individual must be of Haitian descent, be of legal age in his/her country of residence, have exhibited maturity and commitment to community advancement and have a good reputation both personally and professionally. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year. Each candidate for the board shall complete an onboarding package which shall include, an application, their resume, pictures, educational and or professional credentials, a resume and a copy of their driver license. The Board of Director shall set up a committee to recruit and conduct due diligence on all candidates for board positions.
Section 4.4 Vacancies. The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
Section 4.5 Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.
Section 4.6 Removal of Directors. At the exception of a director emeritus of the board, any other director may be removed by two-thirds vote of the board of directors then in office, if:
(a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve-month period. The chairman of the board is empowered to excuse directors from attendance for a reason deemed adequate by the chair of the board. The Chairman shall not have the power to excuse him/herself from the board meeting attendance and in that case, the vice chair shall excuse the chair. Or:
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.
Section 4.7 Board of Directors Meetings. Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon five (5) days’ notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours’ notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified. All Meetings of the Board shall be recorded and publish on its YouTube Channel or similar platform for public consumption. However, the Board shall decide which meeting it shall make public.
Section 4.8 Special Meetings. Special meetings of the Board may be called by the President, Vice-President, Secretary, Treasurer, or any two (2) other directors of the Board of Directors. A special meeting must be preceded by at least 2 days’ notice to each director of the date, time, and place, but not the purpose, of the meeting.
Section 4.9 Waiver of Notice. Any director may waive notice of any meeting, in accordance with the State of New York law.
Section 4.10 Manner of Acting. Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
Section 4.11. Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
4.12. Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president, vice President in the order of presence shall have the power to swing the vote based on his/her discretion.
4.13. Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.14. Compensation for Board Service. Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
4.15. Compensation for Professional Services by Directors. Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
ARTICLE V. COMMITTEES
5.1 Committees. The Board of Directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
(a) take any final action on matters which also requires board members’ approval or approval of a majority of all members;
(b) fill vacancies on the board of directors of in any committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the board of directors or the members of these committees;
expend corporate funds to support a nominee for director; or
(f) approve any transaction;
(i) to which the corporation is a party, and one or more directors have a material financial interest; or
(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
5.2 Meetings and Action of Committees. Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
5.3 Informal Action By The Board of Directors – Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.
ARTICLE VI. EXECUTIVE OFFICERS
Section 6.1 Executive Officers. The officers of the corporation shall be the PRESIDENT, VICE-PRESIDENT, SECRETARY, CHIEF FINANCIAL OFFICER, INTERNATIONAL COORDINATOR, PUBLIC RELATIONS OFFICER, and GENERAL DIRECTOR OF HAITI, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.
Section 6.2 Term of Office. Each officer shall serve a four-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her four (year) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.
Section 6.3 Removal and Resignation. The Board of Directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
Section 6.4 Chairman of the Board. The Chairman of the Board shall be the chief officer of the corporation. He/She shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the board of directors.
Section 6.5 Vice-Chairman. In the absence or disability of the Chairman of the Board, the Vice-Chairman of the Organization designated by the board of directors shall perform the duties of the Chairman. When so acting, the Vice-Chairman shall have all the powers of and be subject to all the restrictions upon the chairman of the board. The Vice-Chairman shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Chairman of the Board. The Vice-Chair shall normally accede to the office of Chairman of the Board upon the completion of the Chairman of the Board’s term of office.
Section 6.6. President. The President of the organization shall conduct the day-to-day affairs of the corporation and shall be the official representative of the organization who shall speak on behalf of the organization. The President shall preside over all meetings of the Executive Committee of the organization which shall composed of the President, Vice-President, Chief Financial Officer, the Secretary, the International Coordinator and the Public Relations Officer. At the discretion of the President, the Chairman and Vice-Chairman of the Board of Directors may be invited to Executive Committee meetings but are not official members of the Executive committee. All official members of the Executive committee shall report to the President. The President of the organization or his/her designee shall be a member of the Board of Directors without voting power. The President shall be an ex-officio member of all standing and ad hoc committees. The President shall at his/her discretion appoint any person or create any position that he/she deems necessary to help or assist the organization in achieving its objectives. The president shall give notice of appointment to the members of the Executive Committee, and the Board of Directors, stating the name of the person appointed, the title and whether the appointment is a voluntary or paid. In the case of paid appointment, the Board of Directors reserves the right to review such appointment for approval.
Section 6.7. Vice-President. The Vice-President of the organization shall assist the President in the performance of his/her duties as president. In the absence of the President, the Vice-President shall oversee the affairs of the organization and shall conduct all Executive committee meetings. Should the President be permanently unavailable, or die in office, the Vice-President shall take over as President until the Board of Directors elect a new President at the time when the term of office of the President would have ended. The Vice President shall be an ex-officio member of all standing and ad hoc committees.
Section 6.8. General Director, Haiti. The Haiti General Director of ODIHA (GDH) shall be the immediate official representative of the organization in Haiti in the absence of the President or Vice-President and shall oversee the execution of all directives given to him or her by the President of the Organization. The GDH is strictly forbidden to act alone or take any actions, official or otherwise regarding ODIHA without the consent of the President or the Executive committee. The GDH shall have staff members to assist him or her in the performance of his/her duties so long as the staff members are approved by the President of the organization.
Section 6.9. Haiti National Coordinator. The Haiti National Coordinator shall be an appointed position. He or she shall work at the pleasure of the President of the Organization and shall not a be a voting member of the Executive Committee. The National Coordinator shall report to the General Director who shall advise him of his/her duties. This position shall be a paid position subject to the approval of the Board of Directors.
Section 6.10. International Coordinator (IC). The International Coordinator shall oversee international coordination with respect to the Haitian Diaspora, the international community, and other stakeholders. The IC shall work closely with the GDH to coordinate international events for the benefit of the Haitian Diaspora in general and Haiti specifically. In the absence of the President or Vice President, The IC shall be the international representative of the Organization. The IC shall chair the International Advisory Council and shall be an ex-officio member of all standing or temporary committees.
Section 6.11. Secretary. The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held, and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The Secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the President. The Secretary may appoint, with approval of the board, a director to assist in the performance of all or part of the duties of the Secretary.
Section 6.12. Chief Financial Officer. The Chief Financial Officer shall be the lead director for oversight of the financial condition and affairs of the corporation. The CFO shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the CFO shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The CFO shall perform all duties properly required by the board of directors or the President. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in the performance of all or part of the duties of the CFO. The CFO shall report directly to the Board of Directors.
Section 6.13. Cultural Ambassador. The Cultural Ambassador shall be an appointed position by the President of the organization and shall serve at the pleasure of the President. He/She shall be the lead officer in charge of all issues involving cultural exchanges between Haiti and other countries. One of the main duties of the Cultural Ambassador is to promote and create opportunities for cultural exchanges between Haiti, and other countries.
Section 6.14. Non-Director Officers – The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
ARTICLE VII – THE INTERNATIONAL ADVISORY COUNCIL – IAC
Section 7.1. International Advisory Council. There shall be an international advisory council comprised of no less than Forty-Three (43) members from the Haitian Diaspora community. To the extent possible the members shall be made up of community leaders, business leaders, academia, and religious leaders. The Advisory council members shall be appointed by the President of the Organization subject to approval by the Board of Directors. The International Coordinator shall be a member of the International Advisory Committee and shall serve as Chairperson of the IAC.
Section 7.2. Members of the ICA. Members of the International Advisory Council shall be the representative of the Haitian Diaspora from different countries in the world. Each country shall be represented based on the assumed number of Haitians living in that country. The more people living in that country, the more representatives that shall be appointed.
Section 7.3. Role of the ICA Board Members. The Advisory Council shall advise the Board of Directors and or the President as to any matter that put before it by either the Board of Directors or the President concerning the organization. The advisory Council shall not have or purport to have any of the powers of the Board of Directors, nor shall it have the power to bind the organization in any matter whatsoever. The power of ICA is purely advisory in nature. The ICA shall also serve as technical advisers to the various committees and working groups that may be formed to study programmatic or technical issues as needed by the organization.
Section 7.4. Term of Office of ICA Members. Each ICA member shall serve for two years, and no ICA member shall serve more than three (3) consecutive terms. Appointment and election of ICA members shall be done in a way to ensure that at least 1/3 of the members are always in office.
ARTICLE VIII. GOVERNMENT AND PRIVATE GRANTS
Section 8.1. Government Grants: The Office of the Haitian Diaspora are authorized to seek Government grants to the extent that the conditions of such grants are not in conflict with the Mission Statement of the Organization. If such conditions shall conflict with the Mission Statement, the Organization is hereby barred from applying or accepting such grants or participating whatsoever in any activity funded by such grants.
Section 8.2. Private Grants: The Organization is authorized to seek and apply for private grants from all benefactors to the extent that accepting such grants does not conflict with the Mission Statement of the Organization or blemish the image and reputation of the Organization.
Section 8.3. The United States Department of State: The Organization is authorized to seek recognition and accreditation from the United States Department of State within the context of the Mission Statement; and shall work within such context for the benefit of its members.
Section 8.4. The European Union – The Organization is authorized under these bylaws to seek recognition and accreditation from the European Union, and other European entities and organization within the context of the Mission Statement; and shall work within such context for the benefits of its members.
Section 8.5. The African Union – The Organization is authorized under these bylaws to seek recognition and accreditation from the African Union, and similar entities within the context of the Mission Statement; and shall work within such context for the benefits of its members.
ARTICLE IX. CONTRACTS, CHECKS, LOANS, INVESTEMENT AND INDEMNIFICATION AND RELATED MATTERS
Section 9.1. Contracts and other Writings: Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the President or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.
Section 9.2. Checks, Drafts: All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.
Section 9.3. Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.
Section 9.4. Loans: No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
Section 9.5. Investments and Proxies: The President of the Organization with approval of the Board shall have the power to make investments of the funds of the Organization and to change the same and may sell, from time to time, any part of the securities of the Organization or any rights or privileges that may accrue thereon.
Section 9.6. Transfer and Assignments: The Board may authorize any officer, director or other person or persons to execute such transfer or assignment as may be customary or necessary to constitute a transfer of bonds or other securities in the name of or belonging to the Organization. A corporation or person transferring any such bonds or other securities pursuant to a form of transfer assignment so executed shall be fully protected and shall not have any duty to inquire whether or not the Board has taken action in respect thereof.
Section 9.7. Loans: The Organization shall not enter into any loan agreement without the approval of the Board of Directors.
Section 9.8 – Indemnification
(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
(b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
(c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with either New York or Florida state Law regardless of conflict of law, and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
ARTICLE X. DOCUMENT RETENTION POLICY
10.1 Purpose – The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of the Office of the Haitian Diaspora dba ODIHA or OHD’s records.
Section 1. General Guidelines – Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
From time to time, the organization may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
Section 2. Exception for Litigation Relevant Documents – The Office of the Haitian Diaspora expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the Office of the Haitian Diaspora informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
Section 3. Minimum Retention Periods for Specific Categories
(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donations, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from date of filing the applicable return for individual employees under applicable state and federal statutes. The corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
(c) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.
(d) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
(e) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(f) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
(g) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
(h) derives independent economic value from the secrecy of the information; and has taken affirmative steps to keep the information confidential. The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:
(i) printed in hard copy and kept in the appropriate file; or
(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
ARTICLE XI. MISCELLANEOUS
11.1 Communication with the Media and the General Public – No member of this Organization shall communicate with the media or the general public anywhere in the world either verbally or in writing through any medium such as interviews or posting on social media purporting to represent the views of ODIHA. All communications with the media or the general public shall be made by the President of ODIHA, the Chairman of the Board of Directors or a person authorized directly and in writing by the President or the Board of Director. Violation of Article XI Section 11.1 shall be a prima facie case for dismissal.
11.2 Books and Records – The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
11.3 Fiscal Year – The fiscal year of the corporation shall be from January 1 to December 31 of each year.
11.4 Conflict of Interest – Any potential conflict of interest which could result in a direct or indirect financial benefit or personal benefit to a Director, Officer or staff member must be disclosed in good faith or known to the board and must be resolved pursuant to the Conflict-of-Interest Policy adopted by the Organization (which policy is annexed herein as Exhibit A and shall be referred to as the “Conflict of Interest Policy”).
11.5 Code of Conduct – The corporation shall publish a Code of Conduct which all officers of the corporation shall abide by. Repeated violation of the Code of Conduct shall be a cause for dismissal. But no officer who is accused of a violation of the Code of Conduct shall be dismissed prior to an investigation and a report to the President which report shall be reviewed and approved by the Board of Directors.
11.6 Nondiscrimination Policy – The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation, and political affiliation. It is the policy of the Office of the Haitian Diaspora not to discriminate based on race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin. Except that when a person of non-Haitian descent is being chosen as an officer, board members, or any position of power that a determination must be made by the President of the organization that said person is culturally competent to represent the Haitian Diaspora.
11.7 Corporate Seal – The Corporate seal shall have inscribed there on the name of the Organization, the year of its organization and the words “Corporate Seal, Not-For-Profit, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in the manner reproduced.
11.8 Reference to Certificate of Incorporation – Reference in these Bylaws to the “Certificate of Incorporation” shall include all amendments thereto or changes thereof unless specifically excepted.
ARTICLE XII. TRANSPARENCY AND ACCOUNTABILITY DISCLOSURE OF FINANCIAL INFORMATION WITH THE GENERAL PUBLIC
12.1 Purpose – By making full and accurate information about its mission, activities, finances, and governance publicly available, the Office of the Haitian Diaspora practices and encourages transparency and accountability to the general public.
This policy will:
(a) indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public (b) indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public. The details of this policy are as follow:
12.2 Financial and IRS documents (The form 1023 and the form 990) – The Office of the Haitian Diaspora shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
12.3 Means and Conditions of Disclosure – The Office of the Haitian Diaspora shall make “Widely Available” the aforementioned documents on its internet website: www.ODIHA.org to be viewed and inspected by the general public.
(a) The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
(b) The website shall clearly inform readers that the document is available and provide instructions for downloading it.
(c) The Office of the Haitian Diaspora shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
(d) The Office of the Haitian Diaspora shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
12.4 IRS Annual Information Returns (Form 990) – The Office of the Haitian Diaspora shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
(a) All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.
(b) All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.
(c) All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.
12.6 Staff Records – All staff records shall be available for consultation by the staff member concerned or by their legal representatives. No staff records shall be made available to any person outside the corporation except to authorized governmental agencies. Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff. Staff records shall be made available to the board when requested.
12.7 Donor Records – All donor records shall be available for consultation by the members and donors concerned or by their legal representatives. No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that donor records shall be made available to the board when requested.
ARTICLE XIII. ETHICS AND REPORTING REQUIREMENTS
13.1 Purpose – The Office of the Haitian Diaspora Inc. requires and encourages directors, officers, and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of the Office of the Haitian Diaspora to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
13.2 Reporting Violations – If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of the Office of the Haitian Diaspora Inc. is in violation of law, a written complaint must be filed by that person with the President or the chairman of the Board of Directors.
13.3 Acting in Good Faith – Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
13.4 Retaliation– Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Office of the Haitian Diaspora, Inc. and provides the Office of the Haitian Diaspora, Inc. with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.
The Office of the Haitian Diaspora shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of the Office of the Haitian Diaspora or of another individual or entity with whom the Office of the Haitian Diaspora has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
The Office of the Haitian Diaspora shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of the Office of the Haitian Diaspora, that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
13.5. Confidentiality – Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
13.6. Handling of Reported Violations – The President or Vice-President shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.
ARTICLE XIV. AMENDMENT OF ARTICLES OF INCORPORATION
14.1. Amendment – These bylaws may be amended or repealed by affirmative vote of three quarters (3/4) of the entire Board present at any meeting of the Board in which a quorum is present. Such action is authorized only at a duly called and held meeting of the Board for which written notice of such meeting is given setting forth the proposed alteration, and his given in accordance with the notice provision for special meeting set forth therein subject to these limitations:
(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
(b) that no amendment shall be made to these Bylaws which would remove the founders of the organization as lifetime members of the board of directors.
(c) No amendment shall be made which would change the location of the Headquarters of the Organization from Haiti to another place.
(d) No amendment shall be made to abolish, alter, or change Article III Section 3.1 of the Bylaws.
(e) that all amendments be consistent with the Articles of Incorporation.