BYLAWS

CHAPTER I: IDENTIFICATION OF ITIAHaiti

 

Art. 1 - THE NAME – VISION, AND MISSION 

Willing to see youth find the right tools to develop their intrinsic capacities and see the future of the next generation, ITIAHaiti, or Innovation of the Terroir by the Itiahists for the Advancement of Haiti is founded on July 12, 2008, in the southern city of Les Cayes, in Haiti. It is a Literary, Socio-Educational, and Cultural Nonprofit Organization whose mission is to empower youth to build their civic engagement and leadership through arts and entrepreneurship.

 

Art. 2 - REGISTERED OFFICES

ITIAHaiti is registered on August 22 in the United States of America and is headquartered at 901 Coventry Lane, Norwood, MA 02062; and 27 Dormeice Street, Laplèn, West, Haiti. It can be moved to any other city of the countries at the General Assembly's express request.

 

Art. 3 - JURISDICTION

The jurisdiction of ITIAHaiti extends throughout the United States of America and Haiti.

 

Art. 4 - OBJECTIVES OF ITIAHaiti

  • Promote inclusion, social cohesion, and conflict management through the arts to different communities.

  • Restore confidence in youth through self-reliance seminars and work to strengthen their intrinsic capacities.

  • Teach the Haitian Creole, encourage the flowering of a culture that paints, translates, and reflects Haiti's beauty.

 

Art. 5 - MEANS

ITIAHaiti proposes to meet its goals by the following means:

- Promote the participation and integration of its members in international funding organizations and non-governmental organizations interested in its statutes

- Subscribe to any action that strengthens each member's capacities and associations working with ITIAHaiti

 

Art. 6 - AFFILIATION OR REGROUP

ITIAHaiti is a non-governmental, non-denominational, and apolitical nonprofit organization. It works with other organizations, social groups, and foundations sharing the same objectives and philosophies and evolving in the identical spheres of activity, both national and international, while safeguarding its independence.

  

CHAPTER II: MEMBERS OF ITIAHaiti

 

Art. 7 - CONDITIONS

To be a member of ITIAHaiti, you must: 

- Respect and apply its statutes 

- Sign internal regulations

- Understand its underlying philosophy and adopt it

 

Art. 8- CATEGORIES OF MEMBERS

There are three categories of members within ITIAHaiti:

  1. Founding members

  2. Adherent members

  3. Honorary members.

 

Art. 9- FOUNDING MEMBERS

The founding members took part in the various steps leading to the first constituent General Assembly of ITIAHaiti, voted on the statutes, and signed the constitutive act. They may also be called active members, i.e., those who have regularly attended ITIAHaiti's meetings and activities and participated in official decision-making processes.

  

Art. 10- ADHERENT MEMBERS

Adherent members have joined ITIAHaiti after applying to the Board of Directors, either individually or as an association. They are also those who, for specific reasons, regularly take part only in the activities of ITIAHaiti and who contribute in one way or another to achieve the mission of ITIAHaiti.

 

Art. 11- HONORARY MEMBERS

Honorary members are the benefactors of ITIAHaiti. They are also people who have contributed financially and materially in the pursuit of its objectives.

 

Art. 12 - ELECTION OF HONORARY MEMBERS

Upon presenting two members of the Board of Directors and after the other board members' approval, any moral or physical person may be appointed Honorary Member of ITIAHaiti. The Honorary Member is exempt from payment of their subscription but does not have the right to vote in the General Assembly.

 

CHAPTER III: THE GENERAL ASSEMBLY

 

Art. 13- COMPOSITION

The General Assembly is made up of all members regularly registered and in good standing with ITIAHaiti.

 

 Art. 14- ATTRIBUTIONS OF THE GENERAL ASSEMBLY

A Board of Directors runs ITIAHaiti under the general assembly's control, which is the organization's supreme authority. It meets once a year under the convocation of the President of ITIAHaiti. A convocation can be planned by two-thirds of the Council's request in case of an emergency. The attributions of the General Assembly are: 

  1. Oversee administration of ITIAHaiti affairs and its inner workings

  2. Organize elections of members of the Board of Directors

  3. Approve the organization's work plans, projects, and strategies

  4. To do all necessary acts and take all dispositions that it considers reasonable to the benefit of ITIAHaiti and which are not in opposition to the United States of America laws.

  5. Amend the present statutes.

 

 Art. 15- QUORUM OF THE GENERAL ASSEMBLY

The quorum for the general meeting is two-thirds. If this quorum is not reached, the meeting is postponed for one week. At this time, the general assembly is organized regardless of the number of people present.

 

CHAPTER IV: BOARD OF DIRECTORS

 

 Art. 16- DIRECTION

The Board of Directors is composed of nine members. The relations between the different members of this Board are defined in the internal regulations.

 

Art. 17- COMPOSITION

The Board of Directors is composed of seven members:

  1. President

  2. Vice President

  3. Secretary/Clerk

  4. Assistant Secretary/Assistant Clerk

  5. Treasurer/Chief Financial Officer (CFO)

  6. Assistant CFO/Assistant Treasurer

  7. Delegate

  8. Advisor

  9. Second Advisor

 

Art. 18- QUORUM OF THE BOARD OF DIRECTORS

The quorum of the Board of Directors is 50% +1 of all members. In case of an equality of votes, the vote of the President counts for two voices.

 

Art. 19- MEETINGS

The Board of Directors meets twice a month at its registered office or any other place designated by the board members at the President's invitation. Decisions are made either by vote or by consensus while developing collective leadership to facilitate harmony and understanding among Council members.

 

CHAPTER V: RESPONSIBILITIES OF THE BOARD OF DIRECTORS

 

Art. 20- RESPONSIBILITIES OF THE BOARD OF DIRECTORS ARE:

  1. Admit or suspend members of ITIAHaiti pending the final decision of the General Assembly

  2. Determine the dates of general meetings

  3. Institute any commissions and subcommittees necessary to study, discuss, promote or achieve objectives of ITIAHaiti

  4. Receive and review all communications made to the Board of Directors and submit its report to the general meeting

  5. Comply with decisions made during ordinary and extraordinary shareholders meetings

  6. Submit to the General Assembly all questions that require a vote from the members

  7. Ensure application of regulations decreed by the General Assembly

  8. Manage ITIAHaiti's bank accounts.

 

Art. 21- VOTING

Decisions made at Board of Directors meetings are taken by the majority of the votes of present members. In the case of equality, the President's vote counts for two voices. The election of members of the Board of Directors is done by secret ballot.

 

CHAPTER VI: TASKS OF MEMBERS OF THE BOARD OF DIRECTORS

 

Art. 22- PRESIDENT

The President of ITIAHaiti's duties are as follows:

  1. Convene the Board of Directors and ordinary and extraordinary general meetings

  2. Coordinate and chair Board and meetings

  3. Notify interested parties of decisions taken in the general assembly and supervise the operation of ITIAHaiti's activities

  4. Prepare a plan and submit it in advance to the board members.

  5. Be represented by the vice president in case of absence or impediment.

  6. Sign reports and essential documents.

 

Art. 23- VICE PRESIDENT

The Vice President automatically replaces the President in case of impediment or absence. He/she also performs all prerogatives within his function and coordinates at the President's request at appropriate times.

 

Art. 24- SECRETARY/CLERK

The Secretary/Clerk is responsible for activities and all correspondence of ITIAHaiti. He/she writes meeting reports of the general assembly and signs them for authentication. She/He is the guardian of all archives of the Artistic and Literary Organization. He/she is in charge of training, ITIAHaiti members' education, and associations with privileged relations with ITIAHaiti. Annually, she/he prepares work plans for board members training for approval.

 

Art. 25- ASSISTANT SECRETARY/ ASSISTANT CLERK

The Assistant Secretary/Assistant Clerk automatically replaces the secretary if he/she is unable to attend. She/he also performs all tasks associated with his/her function and acts at the secretary's request at appointed times.

 

Art. 26- THE CHIEF FINANCIAL OFFICER/ TREASURER

He/she administers the property of ITIAHaiti and is also in charge of funds and, as such, must keep a detailed account of financial transactions. She/he executes expenses under the supervision of the Board of Directors, usually signs the checks together with the President, reports on his/her administration to the general meeting by publishing an annual report of financial results, and prepares ITIAHaiti's operating and investment budget. However, the financial operations of ITIAHaiti can be so complex that it would be necessary to entrust the responsibility to a specialized service under its control.

 

Art. 27 ASSISTANT CHIEF FINANCIAL OFFICER/ASSISTANT TREASURER

The Assistant Chief Financial Officer/Assistant Treasurer automatically replaces the Chief Financial Officer/Treasurer if he/she is unable to manage a task. She/he also performs all functions associated with his/her role and acts on the CFO's request at appointed times.

 

Art. 28- THE DELEGATE

He/she is responsible for the promotion and advertising of ITIAHaiti and to sell the image and policies of the Artistic and Literary Organization in matters of development. He/she is also the spokesperson for ITIAHaiti.

 

Art. 29- COUNCIL

The Council participates actively in all meetings as a Board member and gives his/her opinion. The Board may mandate the Council to represent the organization where appropriate.

 

Art. 30- SECOND COUNCIL

 The Second Advisor participates actively in all meetings as a council member and gives his/her opinion during decisions. The Council may mandate the Second Advisor to represent the ITIAHaiti.

 

Art. 31- REMUNERATION

The Board of directors is not entitled to any remuneration, except for travel expenses and those incurred by special assignments.

 

Art. 32- ELIGIBILITY

 Any member who is in good standing with ITIAHaiti is eligible to be elected to the Board. Board members are eligible for re-election. An absent member may stand as a candidate if and only if he/she is represented at the nominating meeting by a duly authorized member on his/her behalf, under a procedure established by the election committee appointed by the Board of Directors. 

 

Art. 33- DURATION OF THE MANDATE

 Board of Directors members are elected to a four-year term. At the end of this term, all Board members must resign and submit their reports at the General Meeting. This formality does not prevent them from seeking a new mandate for the same position or a different position.

 

CHAPTER VII: THE EXECUTIVE DIRECTORATE AND ITS DUTIES

 

Art. 34-

 The Executive Directorate is the technical-administrative body responsible for implementing the general policy of the Artistic and Literary Organization defined by the Board of Directors. As such, it ensures the continuity of the Council.

 

Art. 35-

The Executive Directorate is under the control of a qualified and experienced professional selected by the Board and given the title of Executive Director.

 

Art. 36-

 The Executive Director works under the authority of the Board of Directors.

 

Art. 37-

The Vice Executive Director works under the authority of the Vice Directors.

 

Art. 38-

The executive director involves in the day-to-day operations of the organization. He/she hires, supervises, and motivates the staff of the nonprofit. The executive director works with the team to develop policies to guide the organization and programs to fulfill its charitable purpose. She/he also keeps the Board informed of what the organization is doing. The executive director attends board meetings and maintains open lines of communication with the Board of Directors.

 

Art. 39- GROUPS, COMMISSIONS

 Groups and commissions are socio-administrative bodies responsible for implementing socio-cultural projects and establishing necessary service structures as defined in the objectives of ITIAHaiti to ensure monitoring, maintenance, and permanence of activities of the Artistic and Literary Organization in all its geographical territories. These entities work under the supervision of the Executive Director as defined by the Board Policy.

 

CHAPTER VIII: ELECTION METHODS AND CANDIDACY CONDITIONS

 

Art. 40-

 Elections are held by direct ballot every four years to elect members of the Board of Directors.

 

Art. 41-

 To participate in elections, you must:

  1. Have the will to help others

  2. Be an active member for at least one year.

  3. Understand the philosophy of ITIAHaiti

 

Art.42-

The Executive Directorate forms an electoral commission responsible for organizing the elections. It may be composed of five members, including three members representing the General Assembly.

 

Art. 43-

Once the electoral commission is formed, it adopts the electoral rules and procedures and ensures scrupulous compliance with said rules and established timetable. Candidates are elected by secret ballot by an absolute majority of active members meeting in the general assembly. Members can be re-elected if the vote is favorable.

 

Art. 44-

 After preparing the minutes of the General Assembly, the elected officials take office immediately after their election.

 

CHAPTER IX: RESOURCES OF ITIAHaiti

 

Art.45-

 ITIAHaiti's resources fall into two categories: ordinary and extraordinary.

  1. Ordinary resources: contributions, subscription fees, local financing of projects, and all socio-cultural activities. The annual fees for each member amount to $15.00

  2. Extraordinary resources are donations to ITIAHaiti by individuals, members, and public or private organizations, both national and international.

 

CHAPTER X: SUSPENSION, EXPULSION, AND REINTEGRATION

 

Art. 46- RESIGNATION

A Member or group may submit his/her resignation to the Board of Directors. This resignation becomes effective when it is notified in writing to the President of the Board. A resigning member immediately loses all rights and privileges from the date of resignation.

 

Art.47- SUSPENSION OF A MEMBER

 

The Board of ITIAHaiti may suspend any member who:

  1. Refuses to comply with commitments made to the Artistic and Literary Organization

  2. Inflicts severe damage on ITIAHaiti

  3. Neglects or refuses to comply with the scope of the general meeting or the Board

  4. Do not respect the philosophical doctrine of itiahism.

 

Art.48 - APPEAL FOR SUSPENSION

 

A suspended member of the Artistic and Literary Organization may appeal by applying the following procedures:

Within thirty clear days after the decision, the suspended member may appeal in writing to an arbitrator chosen by mutual agreement with the President of the Board. After this period, the member is considered to be expelled from ITIAHaiti. The arbitrator thus appointed determines the procedure and hears the parties before deciding the dispute. His/her decision must be rendered as soon as possible. If the arbitrator maintains the suspension, the suspended member may appeal a second time to the general meeting. The dispute will be heard in an extraordinary General Assembly to deliberate upon definitively. This procedure lasts 60 days.

 

Art. 49- REINTEGRATION OF A MEMBER

To be reinstated, the resigning member must request writing to the President of the Board of Directors.

 

CHAPTER XI: GENERAL PROVISIONS

 

Art. 50 PROCEDURES

The procedural operations code of ITIAHaiti applies to the holding of general meetings and defining the Board of Directors' attributes. In unforeseen situations or difficulties of interpretation, the General Assembly will determine the procedure to follow.

 

CHAPTER XII: AMENDMENT, DISSOLUTION, AND LIQUIDATION

 

Art. 51- AMENDMENT OF STATUTES

Any proposal having the effect of suspending or modifying the present statutes, in whole or in part, must be presented by the General Assembly of members by notice of motion. This notice of action cannot be considered until it has been read at an extraordinary general meeting and supported by at least five board members. Any changes to ITIAHaiti's statutes will only come into effect after being approved by a simple majority of the General Assembly.

 

Art. 52- DISSOLUTION OF ITIAHaiti

The voluntary dissolution of ITIAHaiti cannot be envisaged by anyone as long as members are willing to occupy all the Board of Directors' positions.

 

Art. 53- LIQUIDATION

 In dissolution, the remaining property will be distributed by law to similar nonprofit organizations.

Wilson Thelimo Louis, President

All rights reserved.

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