( formed under the New York Nonprofit Corporation Act)

ARTICLE 1 ~ Purposes of the Corporation

Section 1.01 Purposes. As set forth in the Articles of Incorporation, the FT Drum African Community is organized exclusively for charitable, cultural, social and educational purposes. These purposes include the promotion and welfare of Africans and friends of Africa.

ARTICLE II ~ Location

Section 2.01 Location. The principal office of FAC shall be located within the state of New York, at such place as the Board of Directors shall from time to time designate. The Corporation may maintain additional offices at such other places as the Board of Directors may designate. FAC shall continuously maintain within the state of New York a registered office at such place as may be designated  By the Board of Directors.

ARTICLE III ~ Members

Section 3.01 Members. FAC shall have no restriction for membership.

ARTICLE IV ~ Board of Directors

Section 4.01. Power of Board. The affairs of FAC shall be managed by the leadership. Leaders and members may be residents of New York, and within 150 miles of FT Drum NY.

Section 4.02 Number of Directors. The number of Directors of FAC shall be not less than three nor more then ten.

Section 4.03. Election and Term of Directors.

(a) The first Board of Directors of the FAC shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office until the first annual election of Directors.

(b) Election of Board members shall occur at each annual meeting of the Board of Directors. The terms of directors Shall be staggered. Initial Board members shall serve staggered terms of two years, Thereafter, Board members shall Serve two-year terms with approximately half [one-third] of the Directors elected at each annual meeting. Each director Shall hold office until the annual meeting when his/her term expires and until his/her successor has been elected and qualified.

Section 4.04 Qualifications. A majority of Directors mus reside in the State of New York and live within 150 miles of FT Drum NY.

Section 4.05. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors For the unexpired term. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor In office and shall serve until his/her successor is elected and qualified.

Section 4.06. Removal of Directors. A director may be removed by a majority vote of the Board of Directors, at any regularly scheduled or special meeting of the Board of Directors.

Section 4.07. Resignation. Except as otherwise required by law, a director may resign from the Board at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 4.08. Quorum of Directors and Action by the Board. Unless a greater proportion is required by law, a majority of the directors then in office shall constitute a quorum for the transaction of business if a quorum is present at the commencement of meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of majority of the directors present at the meeting at which a quorum is present shall be the act of the Board.

Section 4.09. Meetings of FAC Members

(a) Meetings of members, regular or special, may be held at such place. Within the State of New York and within 150 miles of FT Drum. Meeting Location shall be decided by members through voluntary basis. It is also agreed upon by members of FAC that in the event where there is no volunteer, the president will automatically host the meeting.

(b) A director’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened

( c ) Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board Directors need be specified in the notice or waiver of such meeting.

Section 4.10. Meetings by Conference Telephone.

(a) Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the directors consent in writing through fax, mail, or by electronic mail, to to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the directors shall be filed with the minutes of proceedings of the Board.

(b) Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all directors may participate in a meeting of the Board or committee of the Board by means of conference telephone or by any means by which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting.

Section 4.11. Voting. Each Director shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed.

Section 4.12. Compensation. Directors shall not receive any compensation from FAC for services rendered to the Corporation as members of the Board, except that directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts based on policies approved by the Board.

Section 4.13. Absence. Each member is expected to communicate with the Chair/President in advance of all meetings stating whether or not she/he is able to attend or participate by conference telephone or other agreed-upon means of communication. Any member who is absent from three successive meeting will pay a fine of fifteen dollars.

ARTICLE V ~ Committees

Section 5.01 Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees shall have and exercise the authority of 5.

Section 5.02. Executive Committee. Between meetings of the Board of Directors, on-going oversight of the affairs of the Community may be conducted by an Executive Committee, the membership of which shall include the officers of the Board.

Section 5.03. Finance/Audit Committee. The Finance/Audit Committee is responsible for ensuring that FAC financial statements and procedures are evaluated to determine that adequate fiscal controls and procedures are in place and that the community is in good financial health. The Treasurer of the Board shall always be a member of the Finance/Audit Committee.

Section 5.04. Other Committees and Task Forces. The Leadership may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.

Section 5.05. Term of Office. Each member of a committee shall serve for one year until the next annual meeting of the Board of Directors and until a successor is appointed, unless the com-matter is sooner dissolved.

Section 5.06. Vacancies. Vacancies in the membership of committees may be filled by the president of FAC.

Section 5.07. Rules. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors. Acting on behalf of the Board may from time to time appoint persons to act singly or as a committee or committees to provide expert advice to FAC or to assist it in other ways. Groups of advisors may include an Honorary Board, an Advisory Board, a Friends Committee, and/or other advisory groups. Each such advisor shall serve at the pleasure of the Board for a period designated by the Board, and shall have only such authority or obligations as the Board of Directors may from time to time determine. No Advisor shall receive compensation for services rendered, except for payment of reasonable expenses in accordance with polices established by the Board of Directors, unless such compensation is authorized by a majority of the Board members then in office. A director may serve as an advisor, but may not receive compensation except for payment of reasonable expenses in accordance with the FAC’s policies.

FAC will at all-time function as a non-profit organization and at such will no shape of form employ anyone. Members of  this community understand that all services render to FAC is voluntary therefore no compensation should be expected.

Section 6.0 Re-imbursement. FAC may reimburse reasonable amounts to members and agents for serviced rendered provided such service fall within FAC re-imbursement policy. Leadership shall determine and approve all re-imbursements before and after services are rendered.

ARTICLE VII ~ Miscellaneous

Section 7.01. Fiscal Year. The fiscal year of the corporation shall be the calendar year or such other period as may be fixed by the Board of Directors.

Section 7.02 Corporate Seal

The corporate seal, if any, shall be circular in form, shall have the name of the Corporation inscribed thereon and shall contain the words “Corporate Seal” and “State of New York” and 2011, the year the Corporation was formed, in the center.

Section 7.03. Contracts and Other Documents. The Board of Directors may authorize the Chair, the Executive Director, if any, and the Secretary in the absence of an president to enter into contracts or to execute and deliver other documents and instruments on the Corporation’s behalf. Such authority may be invested in other officers or agents of the Corporation from time to time for specific purposes.

Section 7.04. Gifts.

The Board of Directors may authorize the Executive members and the Secretary, as well as the Chair, to accept on behalf of the Corporation any Contribution gift.

Section 7.05. Checks, Drafts, Loans, Etc.

All checks, drafts, loans, or other orders for the payment of money, or to sign acceptances, notes, or other evidence of indebtedness issued in the name of FAC shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be from time to time determined by the Board of Directors. In the absence of such determination, such instrument shall be signed by the president except that disbursements over a specific amount, to be set by the Board from time to time, shall be considered “special disbursements” and must be approved in advance by the Board of Directors.

Section 7.06. Deposits

All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may from time to time select.

Section 7.07. Books and Records to be Kept.

[Indicate where official records will be kept] The Corporation shall keep at its registered office in the State of New York.

(1) Correct and complete books and records of account, (2) minutes of the proceedings of the Board of Directors and any committee having any of the authority of the Board, and (3) a record of the names and addresses of the Board members entitled to vote. All books and records of the Corporation may be inspected by any Board member having voting rights, or his/her agent or attorney, for any proper purpose at any reasonable time. The Board of Directors in the governance of the community. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or members, adopt a plan if merger, or authorize the voluntary dissolution of the community.