DE POUKN ACADEMY CORPORATION

BYLAWS Of DE POUKN ACADEMY CORPORATION A NON- PROFIT Corporation

ARTICLE I. NAME AND LOCATION

Name: DE POUKN ACADEMY CORPORATION
Location: 5184 Avenue NE #203 Washington DC 20011

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Specific Purpose
De Poukn Academy Corporation (DAC) is a nonprofit resource center that provides a platform to advocate for the growth of the communities in the Greater Washington area and improve their quality of life. The services provided by the organization are not limited to health education, employment placement, legal services, and workforce development. The center will be helping families by improving their quality of life in the US.

ARTICLE III. MEMBERSHIP

The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors of the Corporation (hereafter defined) shall have full power and authority to change any office from one location to another, In the DMV. The Corporation shall comply with the requirements of the District of Columbia Code and maintain a registered office and registered agent in DC. The registered office may be, but need not be, identical with the Corporation's principal office in the District of Columbia. The Board of Directors may change the registered office and the registered agent as provided in the Code.

ARTICLE IV. MEETINGS OF MEMBERS

Regular meetings of the members shall be held quarterly, at the time and place designated by the chair. An annual meeting of the members shall take place in the month of September, the specific date, time, and location of which will be designated by the chair. At the annual meeting, the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year. Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. A petition signed by five percent (5%) of voting members may also call a special meeting. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE V. BOARD OF DIRECTORS

The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than six (6) including the following officers: the President, Vice-President, the Secretary, and the Treasurer, Communication Chair

The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and Advisory Council must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors, or Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in this Article.

Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.

Each Director shall carry out a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.

Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
a. He/She shall preside at all meetings of the Executive Committee.
b. He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
c. He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.

Section 2. Vice-President

a. He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Advisory Board.

Section 3. Secretary
The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings, including the annual meeting of the organization.

Section 4. Treasurer
The Treasurer's duties shall be:
a. He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture), by the staff of the agency.
b. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
c. He/She shall perform such other duties as may be prescribed by the President under whose supervision he/she shall be.

ARTICLE VII. COMMITTEES

The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.

The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

ARTICLE VIII. CORPORATE STAFF

Section 1: Executive Director
The Board of Directors shall hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all committees.

The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board Directors.

ARTICLE XI. BOOKS AND RECORDS

The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

ARTICLE XII. AMENDMENTS

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be provided to each director within the timeframe and the manner provided for the giving of notice of meetings of directors.

ADOPTION OF BYLAWS

We, the undersigned, are all the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors on this day of Saturday September 30th, 2023

President:
Vice-President:
Secretary:
Treasurer:

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Welcome to DE POUKN ACADEMY CORPORATION

Welcome to DE POUKN ACADEMY CORPORATION

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Sannido DE POUKN

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BYLAWS Of DE POUKN ACADEMY CORPORATION A NON- PROFIT Corporation