BYLAWS

OF

Haitian Orphan’s Wish, Inc.

ARTICLE I

OFFICES

Section 1.  Offices.

The registered office shall be in the City of Uniondale, County of Nassau, State of New York (hereinafter, the “State”).  The corporation may also have offices at such other places both within and without the State, as the Board of Trustees may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF TRUSTEES

Section 1.  General.

All meetings of the trustees shall be held at such place within or without the State as may be designated from time to time by the Board of Trustees.

Section 2.  Annual Meetings.

The annual meeting of the trustees, commencing with the fiscal year June 1, 2005 shall be held on January 16, 2005, if not a legal holiday, and if a legal holiday, then on the next business day following, at 6:00 pm, or at such other date and time as shall be designated from time to time by the Board of Trustees and stated in the notice of the meeting, at which they shall elect by a plurality vote the Board of Trustees, and transact such other business as may properly be brought before the meeting.  Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each trustee entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting

Section 3.  Special Meetings.

Special meetings of the trustees, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation(hereinafter, the “Certificate”), may be called by the Executive Director and shall be called by the Executive Director or Secretary at the request in writing of a majority of the Board of Trustees. Such request shall state the purpose or purposes of the proposed meeting.  Written notice of a special meeting stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) or more than sixty (60) days before the date of the meeting, to each trustee entitled to vote at such meeting.  Business transacted at any special meeting of trustees shall be limited to the purposes stated in the notice.

Section 4.  Quorum.

A simple majority of the trustees shall constitute a quorum at all meetings of the trustees for the transaction of business, except as otherwise provided by statute or by the Certificate.  If, however, such quorum shall not be present or represented at any meeting of the trustees, the trustees entitled to vote, present in person, shall have power to adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  Notice need not be given of the adjourned meeting if the time and place are announced at the meeting in which the adjournment occurs.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each trustee of record.

Section 5.  Written Consent.

Unless otherwise provided in the Certificate, any action required to be taken at any annual or special meeting of trustees of the corporation, or any action which may be taken at any annual or special meeting of such trustees, may be taken without a meeting, without prior notice, and a vote, if a consent in writing, setting forth the action so taken, shall be signed by a simple majority of Trustees present.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those trustees who have not consented in writing and to the Secretary of the corporation.  Any such consent shall be filed with the minutes of the corporation.

ARTICLE III

BOARD OF TRUSTEES

Section 1.  Management and Number.

The property, business, and affairs of the corporation shall be controlled and managed by a Board of Trustees. Said corporation is organized exclusively for charitable, educational, religious or 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 of 1986 ( or the corresponding provision of all future changes in the Internal Revenue Code).  The number of Trustees to constitute the first Board of Trustees is six and such number may be increased or decreased by future action of the Board of Trustees.  The business of the corporation shall be managed by its Board of Trustees, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate or by these bylaws directed or required to be exercised or done by the trustees. Notwithstanding any other provisions of these articles, the Corporation is organized exclusively for one or more of the purposes as specified in Section (501) (c) (3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under IRC Section (501) (c) (3) or corresponding provisions of any subsequent Federal tax laws.  No part of the net earnings of the corporation shall inure to the benefit of any trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution the corporation.

Section 2.  Vacancies.

Vacancies and newly created Trusteeships resulting from any increase in the authorized number of Trustees may be filled by a majority vote of the Trustees then in office, though less than a quorum, or by a sole remaining trustee, and the Trustees so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify unless sooner displaced.

Section 3.  Locations.

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The Board of Trustees of the corporation may hold meetings, both regular and special, either within or without the State.

Section 4.  First Meeting.

The first meeting of each newly elected Board of Trustees shall be held at such time and place as shall be fixed by the vote of the trustees at the annual meeting and no notice of such meeting shall be necessary to the newly elected Trustees in order legally to constitute the meeting, provided a quorum shall be present.  In the event of the failure of the trustees to fix the time or place of such first meeting of the newly elected Board of Trustees, or in the event such meeting is not held at the time and place so fixed by the trustees, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Trustees, or as shall be specified in a written waiver signed by all of the Trustees.

Section 5.  Regular Meetings.

Regular meetings of the Board of Trustees may be held without notice at such time and at such place as shall from time to time be determined by the Board of Trustees.

Section 6.  Special Meetings.

Special meetings of the Board of Trustees may be called by the Executive Director on two days’ notice to each director, either personally or by mail or by email, setting forth the time, place, and purpose of the meeting.  Special meetings shall be called by the Executive Director or Secretary in like manner and on like notice on the written request of two Trustees.

Section 7.  Quorum.

At all meetings of the Board of Trustees, a simple majority of Trustees shall constitute a quorum for the transaction of business and the act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board of Trustees, except as may otherwise be specifically provided by statute or by the Certificate.  If a quorum shall not be present at any meeting of the Board of Trustees, the Trustees present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8.  Action by Consent.

Unless otherwise restricted by the Certificate, any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if all members of the Board of Trustees or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Trustees or committee.

Section 9.  Meetings by Telephone.

Unless otherwise restricted by the Certificate, members of the Board of Trustees or any committee thereof may participate in a meeting of the Board of Trustees or committee using conference telephone or similar communications equipment using which all persons participating in the meeting by use of such equipment shall constitute presence in person at such meeting.

Section 10.  Committees, Membership, Powers.

The Board of Trustees may, by resolution passed by a simple majority of the whole Board of Trustees, designate one or more committees, each committee to consist of one or more of the Trustees of the corporation.  The Board of Trustees may designate one or more Trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she, or they constitute a quorum, may unanimously appoint another member of the Board of Trustees to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Trustees, shall have and may exercise all the powers and authority of the Board of Trustees in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority about amending the Certificate; adopting an agreement of merger or consolidation; recommending to the trustees the sale, lease or exchange of all or substantially all of the corporation’s property and assets; recommending to the trustees a dissolution of the corporation or a revocation of a dissolution; amending the bylaws of the corporation; or increasing or decreasing the membership of the Board of Trustees.

Section 11.  Committees, Minutes.

Each committee shall appoint a secretary of each meeting keep regular minutes of its meetings and report the same to the Board of Trustees.

Section 12.  Compensation of Trustees.

Unless otherwise restricted by the Certificate, the Board of Trustees shall have the authority to fix the compensation of Trustees.  The Trustees may be paid their expenses, if any, of attendance at each meeting of the Board of Trustees and may be paid a fixed sum for attendance at each meeting of the Board of Trustees and a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed compensation for attending committee meetings.

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ARTICLE IV

NOTICES

Section 1.  Notices.

Whenever, under the provisions of the statutes or of the Certificate or of these bylaws, notice is required to be given to any director or trustees, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or trustees at their address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to Trustees may also be given by email.

Section 2.  Waivers.

Whenever any notice is required to be given under the provisions of the statutes or of the Certificate or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.  Designations.

The officers of the corporation shall be chosen by the Board of Trustees and shall be a Chairperson of the Board of Trustees (if one shall be elected by the Board of Trustees), an Executive Director, a Deputy Executive Director, a Secretary, and a Treasurer.  The Board of Trustees may also choose additional Deputy Executive Trustees, and one or more Assistant Secretaries and Assistant Treasurers.  Any number of offices may be held by the same person, unless applicable law, the Certificate or these bylaws otherwise provide.

Section 2.  Term Removal.

The Board of Trustees at its first meeting and after each annual meeting of trustees shall choose a Chairperson of the Board of Trustees (if they so desire), an Executive Director, one or more Deputy Executive Trustees, a Secretary, and a Treasurer.  The Board of Trustees may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Trustees.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the Board of Trustees may be removed at any time by the affirmative vote of a simple majority of the Board of Trustees.  Any vacancy occurring in any office of the corporation shall be filled by the Board of Trustees.

Section 3.  Salaries.

The salaries of all officers and agents of the corporation shall be fixed by the Board of Trustees.  Any payments made to an officer of the corporation as compensation, salary, bonus, interest, or rent, or in reimbursement of entertainment or travel expense incurred by said officer, shall be, to the greatest extent practical, a deductible expense of the corporation for Federal income tax purposes.

Section 4.  The Chairperson of the Board of Trustees.

The Chairperson of the Board of Trustees (if one shall be elected by the Board of Trustees) shall preside at all meetings of the shareholders and at all meetings of the Board of Trustees.  The Chairperson shall perform all the duties incident to the office of the Chairperson of the Board of Trustees and such other duties as the Board of Trustees may from time to time determine or as may be prescribed by these bylaws.  In the absence of the Executive Director, the Chairperson shall be the chief executive and administrative officer and acting Executive Director of the corporation.

Section 5.  The Executive Director.

The Executive Director shall be the chief executive and administrative officer of the corporation, shall have general supervision of the business and finances of the corporation, shall see that all orders and resolutions of the Board of Trustees are carried into effect, and shall, in the absence of the Chairperson of the Board of Trustees, preside at all meetings of the shareholders and Trustees.  The Executive Director may execute all bonds, deeds, mortgages, conveyances, contracts, and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these by-laws to some other officer or agent of the corporation, or shall be required by law otherwise to be signed or executed.  The Executive Director shall have the power to appoint, determine the duties, and fix the compensation of such agents and employees as in his judgment may be necessary or proper for the transaction of the business of the corporation.  In general, the Executive Director shall perform all duties incident to the office of Executive Director and such other duties as may from time to time be assigned to him by the Board of Trustees.  The Board of Trustees may confer like power on any other person or persons, except those that by statute are conferred exclusively on the Executive Director.

Section 6.  The Deputy Executive Trustees.

The Deputy Executive Trustees shall perform such duties as shall be assigned to them and shall exercise such powers as may be granted to them by the Board of Trustees or by the Executive Director of the corporation.  In the absence of the Executive Director and the Chairperson of the Board of Trustees, the Deputy Executive Trustees, in order of their seniority, may perform the duties and exercise the powers of the Executive Director with the same force and effect as if performed by the Executive Director and shall generally assist the Executive Director and shall perform the duties and have the powers prescribed by the Board of Trustees from time to time.

Section 7.  The Secretary.

The Secretary shall attend all meetings of the Board of Trustees and all meetings of the trustees and record all the proceedings of the meetings of the corporation and of the Board of Trustees in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the trustees and special meetings of the Board of Trustees, and shall perform such other duties as may be prescribed by the Board of Trustees or Executive Director, under whose supervision he or she shall be.  The Secretary shall have custody of the corporate seal of the corporation and him or her, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary.  The Board of Trustees may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 8.  Assistant Secretary.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Trustees (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Trustees may from time to time to prescribe.

Section 9.  The Treasurer.

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all money and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Trustees.  The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the Executive Director and the Board of Trustees, at its regular meetings, or when the Board of Trustees so requires, an account of all his or her transactions as Treasurer and of the financial condition of the corporation.

Section 10.  Assistant Treasurer.

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Trustees (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

Section:11-Forbidden Acts.

No member shall:

Section 1. has the right or authority to bind or obligate the organization to any extent whatsoever about any matter outside the scope of the organization’s business.

Section 2. Use the organization name, credit, or property for other than organization purposes.

Section 3. Engage any act detrimental to the best interest of the organization or which would make it impossible to carry on the businesses or affairs of the organization.

Section 4.  act as agent of the organization without permission from the Executive Committee.

Section 5.  distribute literature in the name of the organization unless authorized by the Executive Committee.

ARTICLE VI

GENERAL PROVISIONS

Section 1.  Annual Statement.

The Board of Trustees shall present at each annual meeting, and at any special meeting of the trustees when called for by vote of the trustees, a full and clear statement of the business and condition of the corporation.

Section 2.  Checks and Deposits.

All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Trustees may from time to time designate.  All funds of the corporation not otherwise employed may be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Trustees may from time to time select.

Section 3.  Fiscal Year.

The fiscal year of the corporation shall be fixed by resolution of the Board of Trustees.

Section 4.  Seal.

The corporate seal shall have inscribed thereon the name of the corporation, the year of incorporation, and the words “Corporate Seal, New York.”  The seal may be used by causing it or a facsimile thereof to be impressed affixed or reproduced or otherwise.

ARTICLE VII

AMENDMENTS

Section 1.  Amendments.

These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the trustees or by the Board of Trustees, when such power is conferred upon the Board of Trustees by the Certificate, at any regular meeting of the trustees or of the Board of Trustees or at any special meeting of the trustees or the Board of Trustees if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

Section 1.  Indemnification.

A.  The corporation shall indemnify to the full extent authorized or permitted by the general corporation law of the State, as now in effect or as hereafter amended, any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigate, including action by or in the right of the corporation) because he is or was a director, officer, employee or agent of the corporation or serves or served any other enterprise as such at the request of the corporation.

B.  The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from Article IX.  The foregoing right of indemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 2.  Insurance.

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or another enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the general corporation law of the State.