Section 1.01 Name.

Section 1.02 Purpose.

        The Purpose of the Association shall be to:

                    B) Preserve and promote Ethiopian culture and traditions.

Section 1.03 Organization.

Section 1.04 Office.

      The office of this Association shall be located at 4400 Chestnut Street within the 

Section 2.01 Members.

                A person shall be eligible as a member of this Association if he/she is Ethiopian, or

                Ethiopian descent, lives within the Greater Philadelphia area, and pays the annual

                membership fee of Twenty Five Dollars, as well as completes Twenty Five hours of

                volunteer work for the Community annually.

Section 2.02 Membership Rights

                A person as a due-paying member who meets all the membership criteria under section

                2.01 shall have a right to vote or be elected for an office.

Section 2.3 Youth Members.

                Youths below Eighteen years of age who meet the criteria of membership in

                Section 2.01 may become nonvoting youth members by paying dues equal to one

                half ($12.50) the amount of adult members.

Section 2.03 Honorary Members.

                The Board of Directors, by a majority vote, shall have the right to confer honorary

                membership upon certain persons or groups of persons who are deemed to make

                significant contribution to the Ethiopian Community at large.

Section 3.01 Regular Meetings.

                Members shall meet twice a year in the spring and the fall, for general membership

                meeting and to elect nomination committee members. The dates, times, and locations of

                these meetings being announced to the membership at least thirty days in advance of the

                meeting.

Section 3.02 Special Meetings.

                Special meeting shall be called by the Secretary when it is deemed necessary and so

                instructed by the Board of Directors or by written request signed by one-third of the

                 general membership or fifteen of the regular due-paying members or with the minimum

                notice to the Board and at least fifteen days to the general membership before the meeting

                date.

Section 3.03 Quorum and Voting.

                A simple majority of the due-paying general membership shall constitute a quorum.

                Accordingly, decisions shall be made by a simple majority vote of due-paying members

                in attendance at all of the meetings. Each regular member who has paid his/her

                membership fee and completed his/her voluntary work requirement for the previous year

                shall have one, and only one, vote on all matters during annual and special membership

                meetings of the Association. Members who will not be able to attend meetings for

                justifiable reasons or excusable absences shall have proxy votes on authorized and signed

                proxy forms.

Section 3.04 Rules and procedures of Meetings.

                At all meetings, the Chairperson, or in his/her absence, the Vice Chairperson,

                shall chair the meeting. All meetings shall be run in accordance with Robert’s

                Rules of Order.

Board of Directors

Section 4.04 Nomination and Election Committee

                Five members of the Nomination and Election Committee shall be elected for

                two-year term by due-paying members. The Committee shall nominate and

                conduct election of the Board of Directors every year in fall.

Section 4.05 Voting.

                Each Director shall have one, and only one, vote on all matters coming

                before the Board.

Section 4.06 Resignations.

                Any Director may resign from his/her position, provided that he/she presents

                his/her formal resignation in writing, and such resignation is accepted by the

                 Chairperson of the Board, or in his/her absence, the Vice Chairperson.

                Resignations by the Chair and the Vice-Chair of the Board shall be formally

                submitted to the Board of Directors for their approval.

Section 4.06.1 Removal.

                 Any Director who has missed three consecutive meetings without reasonable

                notice or cause shall be declared void of his/her seat on the Board. At a meeting

                called for the purpose of removal, a majority of the Directors shall remove a

                Director for a professional misconduct or who has been found derelict in the

                execution of the responsibilities of his/her office. The Board shall see to it that

                the person considered for removal shall have a right to be present and be heard

                during all the deliberations pertaining to his case.

Section 4.07 Vacancies.

                Vacancies in unexpired terms created by resignation, removal or other causes,

                shall be filled from the due-paying membership for the remainder of the term

                following the nomination and election by the remaining Directors.

Section 4.08 Advisory Board of Directors.

                The Board of Directors, by a simple majority vote, shall have the right to

                nominate and confer honorary directorship upon Ethiopian and non-Ethiopian

                individuals whose advisory role or service may be deemed as valuable to the

                Association.

Section 4.09 Voting Rights and Term of Office of Advisory Board of Directors.

                Advisory Board of Directors shall not be voting members of the Association, and

                Association deems their service no longer valuable.

Section 4.10 Annual meeting.

                There shall be an Annual Meeting of the Board of Directors before the Fall

                meeting of the membership.

Section 4.11 Regular Meetings.

                There shall be quarterly meetings of the Board of Directors.

Section 4.12 Special Meetings.

                Special meetings of the Board of Directors shall be called by the Chairperson of the

                Board or a majority of the Directors should the need arise. Notice of the special

                meeting must be given 24 hours in advance.

Section 4.13 Quorum.

                A majority of the voting Board of Directors shall constitute a quorum.

Section 4.14 Annual Reports.

                Annual reports shall be provided to the members of the Association at their fall

                meeting.

Section 5.01 Establishment of Committees

                The Board of Directors shall appoint due-paying members to committees as the need

                arises. All committees shall consist of an odd number of members. The Executive

                Director and at least one member of the Board of Directors shall be ex officio members

                of all committees of the association. The relationship between all the committees and the

                Board shall be determined by the Board.

Section 5.02 Notice of Meeting.

                Each committee shall meet at a time chosen and decided upon by its members.

Section 5.03 Voting.

                Members of all committees shall have one and only one vote on all

                matters coming before the respective committee.

Section 5.04 Quorum.

                A simple majority of any committee shall constitute a quorum.

Section 5.05 Term of Office.

                Each member of any committee shall serve a term of office equal to the life of the

                committee up to two years. Members of committees may be reappointed by the Board.

Section 5.06 Vacancies.

                Any vacancy in any of the Committees shall be filled by appointment by the Board of

                Directors.

Section 6.01 Titles and Qualifications.

                The Officers of the Board shall include a Chairperson, a Vice Chairperson, a Secretary,

                an Assistant Secretary, a Treasurer and such other Officers as needed. Such Officers shall

                have the power to perform the duties as set forth in these Bylaws. No Officers of the

                Board shall hold more than one of these Offices.

Section 6.02 Election and Term of the Office.

                All officers shall be nominated and elected by due-paying members, and shall

                serve a two-year term from the date of election. Such date shall be the first

                official meeting of the Association. Officers may be re-elected to serve consecutive

                terms of office.

Section 6.03 Resignations.

                Any Officer may resign from his/her position, provided he/she presents his/her formal

                resignation in writing, and upon acceptance by the Chairperson of the Board, or in the

                case of the resignation of the Chairperson or the Vice Chairperson by all members of the

                Board.

Section 6.04 Removal.

                Any officer may be removed for egregious misconduct or derelict of duty at any time by

                the majority vote of the Directors.

Section 6.05 Vacancies.

                Any vacancy can be filled from among the Directors by a majority

                Vote of the Board at a special meeting called for this purpose.

Section 6.06 Chairperson.

                The Chairperson shall preside at all meetings of the Board of Directors and

                General Membership of the Association, and he/ she shall be a signatory of all

                documents concerning property of the Association and all drafts, checks, notes,

                orders or other undertaking for the payment of money on the Association

                Treasury, and all other documents where his/ her signature shall be lawfully

                required. The Chairperson shall have such other powers as the Board of

                Directors shall from time to time assign. Such power and duty shall not be

                inconsistent with these Bylaws.

Section 6.07 Vice Chairperson.

                The Vice Chairperson, in the absence of the Chairperson, shall assume the powers and

                duties stated in section 6.06. The Vice Chairperson Shall have such other duties as the

                Board of directors shall from time to time assign, in accordance with these Bylaws.

Section 6.08 Secretary.

                The secretary shall keep a true and accurate record and account of the

                proceedings of meetings of the association membership, committees, and the Board of

                Directors. He /She shall record all votes, issue notices of meetings and copies of minutes

                and all official correspondence of the Association as may be directed by the Chairperson

                or the Board, and record and announce nominations for elections.

                The Secretary shall be the custodian of the corporate seal and all books and

                records of the Association except as may be assigned by the Board from time to

                time in accordance with these Bylaws.

Section 6.09 Assistant Secretary

                The Assistant Secretary, in the absence of the Secretary, shall perform all the duties

                assigned to the Secretary in the accordance with these Bylaws.

Section 6.10 Treasurer.

                The Treasurer shall keep the records of financial status and accounts o

                    the Association, shall prepare for the Board of Directors financial statements of the

                Association, shall deposit all monies in the in the name of the Association in to

                designated banks, trust companies or other financial institutions, shall co-sign all checks,

                notes, and other financial transactions the Association, shall work in conjunction with the

                bookkeeper, shall arrange for an annual audit, shall cooperate with the Internal Auditor of

                the Association, and shall perform such other duties as are incident to the office of

                Treasurer of a corporation or may be assigned by the Board from time to time not

                inconsistent with these Bylaws.

Section 6.11 Alternate Board Members

                There shall be at least two alternate Board members who shall be selected to replace

                members who may resign or be removed.

Section 6.12 Internal Auditor

                The Internal Auditor shall be elected by the general membership based on specific

                accounting skills and professional merits for two-year term. His/Her primary duty shall

                be to audit the financial and real estate assets of the Association, and accordingly to

                prepare and present an annual audit report to the general membership. The Internal

                Auditor shall be independent and only accountable to the general membership. He/She

                shall have unlimited access to examine financial records of the association. The Internal

                Auditor shall attend the Board meetings as he/she deemed necessary in carrying out

                his/her duties.

Section 6.13 Public Records.

                The public records of the Association shall be available to due-paying members of the

                Association. The private files of members, clients, staff, and officers of the Board shall

                however be kept with utmost confidentiality.

Section 6.14 Surrender of the Association Property Upon Retirement.

                Each Officer of the Board, upon leaving from office for any reason, shall deliver to the

                Board of Directors all books, files, financial statements, papers, or any other property that

                belong to the Association.

Section 7.01 Property Management

                The property of the Association shall be managed by the Board of Directors.

Section 7.02 Property Acquisition and Sale

                Any property of the Association shall be acquired, sold or disposed only through the two-third

                (2/3) majority vote and decision of the due-paying members at a special meeting

                convened only for this purpose.

Section 8.01 Compensation of Directors and Officers.

                The Directors and Officers of the Board shall perform the incumbent duties of their

                offices without salary or remuneration, but the Board of Directors may authorize payment

                for reasonable expenses incurred by the Directors only in the performance of their official

                duties and of reasonable compensation for exceptional services rendered to the

                Association by any Director.

Section 9.01 Executive Director.

                The Executive Director shall be chosen by the Board of Directors. He/She shall be in

                charge of the administration of the Association’s program, subject to review by the

                Board. The Executive Director shall be responsible for employment and supervision of

                the staff and the development of programs consistent with the purpose of the Association

                and the policies of the Board. He/ She shall be responsible for the efficient delivery of

                the Association’s services to its membership and clients, a budget proposal to the Board

                member of all committees of the Association. The Executive Director shall attend

                all Board meetings except at those times when his/ her appointment or salary is discussed

                and decided. He/She shall prepare and present a quarterly report of the Association’s

                operations and activities at each regular meeting of the Board.

Section 10.01 Amendment of Bylaws.

                These Bylaws including changing the number of the Board of Directors, shall be

                specifically for this purpose and advertised one month in advance.

Section 11.01 Fiscal Year.

                The fiscal Year shall run from October 1 to September 30.

Section 12.1 Application

                These revised Bylaws shall enter into force after Sunday, May 15, 2005 upon ratification

                by the general membership.

Section 12.2 Revised Bylaws

                These revised Bylaws shall hereinafter supersede the previous Bylaws.

Section 12.3 Language

                The revised Bylaws shall be written in English and Amharic, and the English version

                shall have the final legal authority.