Bylaws & Meeting Minutes

1.1Name

The name of the corporation is Haitian Community Cares, a Florida nonprofit corporation (hereinafter referred to as the "Corporation").

1.2Principal Office

The principal office and place of business of the Corporation shall be located at 2125 Biscayne Blvd, Suite 303, Miami, Florida 33137, or at such other place as the Board of Directors may from time to time designate by written notice to all directors and officers.

1.3Registered Agent

Sacha C. Saint-Cyr serves as the Corporation's registered agent pursuant to Section 617.0501, Florida Statutes. The registered agent's address is 2125 Biscayne Boulevard, Suite 303, Miami, Florida 33137. Any change to the registered agent shall be filed with the Florida Department of State.

1.4Charitable Purpose

The Corporation is organized and operated exclusively for charitable, educational, and social purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Specifically, the Corporation is dedicated to:

• Advancing the health, wellbeing, and cultural identity of the Haitian diaspora and broader underserved communities in South Florida and beyond;
• Facilitating access to culturally competent healthcare and wellness services for Haitian and Caribbean Americans;
• Fostering economic development, entrepreneurship, and workforce advancement within the Haitian community;
• Promoting education, advocacy, and civic engagement around issues affecting Haitian immigrants and their descendants;
• Celebrating and preserving Haitian culture, arts, language, and heritage through community programming and cultural exchange.

1.5Public Charity Classification

The Corporation intends to qualify as a public charity under Section 509(a)(1) or Section 509(a)(2) of the Internal Revenue Code. The Corporation shall operate so as to maintain its public charity status by receiving a substantial portion of its support from governmental units, the general public, or a combination thereof, or by receiving more than one-third of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions.

1.6Pending Tax-Exempt Status

As of the date of adoption of these Bylaws, the Corporation has been incorporated as a Florida nonprofit corporation under Chapter 617, Florida Statutes, but has not yet received a determination letter from the Internal Revenue Service recognizing its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. The Corporation intends to file IRS Form 1023 to apply for such recognition. Until the IRS issues a favorable determination letter, the Corporation shall operate in all respects as though it were a tax-exempt organization under Section 501(c)(3), including compliance with the limitations set forth in Article 2. Upon receipt of a favorable determination letter, this section shall be deemed satisfied and shall require no further action.

1.7Limitations on Activities

Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

1.8Nondiscrimination

The Corporation shall not discriminate on the basis of race, color, religion, sex (including pregnancy, sexual orientation, and gender identity), national origin, age, disability, veteran status, or any other characteristic protected by applicable federal, state, or local law in the provision of its services, programs, or employment practices.

2.1501(c)(3) Exempt Purpose

The Corporation is organized exclusively for charitable, educational, religious, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Corporation's application for tax-exempt status under Section 501(c)(3) is pending with the Internal Revenue Service (see Section 1.6). Notwithstanding the pendency of such application, the Corporation shall at all times operate in compliance with the requirements of Section 501(c)(3). No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, except as otherwise permitted by Section 501(h) of the Internal Revenue Code.

2.2Private Inurement Prohibition

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, stockholders, or private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 1.

2.3Political Activity Prohibition

The Corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. This prohibition is absolute and applies to all activities of the Corporation.

2.4Excess Benefit Transaction Prohibition

The Corporation shall not engage in any excess benefit transaction as defined in Section 4958 of the Internal Revenue Code. Any transaction between the Corporation and a disqualified person (as defined in Section 4958(f)(1)) that results in an excess benefit shall be prohibited. The Board shall ensure that all transactions with disqualified persons meet the rebuttable presumption of reasonableness under Treasury Regulation Section 53.4958-6.

2.5Loans to Directors and Officers Prohibited

The Corporation shall not make any loans to any director, officer, key employee, or their family members. Any such loan is prohibited and shall be void. This prohibition satisfies the reporting requirement under IRS Form 990, Part VI, Line 2.

2.6Reasonable Compensation Standard

All compensation for services rendered to the Corporation shall be reasonable and shall be approved under the conflict of interest policy set forth in Article 9. The Board shall document its review of comparable compensation data before approving any compensation arrangement, consistent with the comparability standard under Treasury Regulation Section 53.4958-6.

2.7Unrelated Business Income

The Corporation shall monitor all revenue-generating activities to ensure compliance with the unrelated business income tax (UBIT) provisions of Sections 511-514 of the Internal Revenue Code. Any activity that generates unrelated business taxable income shall be reported on Form 990-T, and the Corporation shall pay any applicable tax. The Board shall review annually whether any revenue-generating activities (including but not limited to academy course fees, vendor program fees, or advertising revenue) constitute unrelated business income.

3.1No Members

The Corporation shall have no members within the meaning of Chapter 617, Florida Statutes. All powers, rights, and privileges that would otherwise be granted to members under Florida law shall be vested exclusively in the Board of Directors.

3.2Founding Members

The Corporation acknowledges the following individuals as its founding members, whose contributions were essential to the organization's establishment:

• Samuel Jean
• Sacha C. Saint-Cyr

These founding members are eligible for election to the Board of Directors but hold no separate voting rights as members.

4.1General Powers

The Board of Directors shall have the power to direct and manage the business and affairs of the Corporation and shall exercise all the powers granted to the Corporation under the Articles of Incorporation, these Bylaws, and the laws of Florida, except as otherwise provided by law or these Bylaws.

4.2Number and Range

The Corporation shall have a Board of Directors consisting of not fewer than two (2) and not more than nine (9) directors. The exact number shall be fixed from time to time by resolution of the Board. The initial Board shall consist of two (2) directors as named in Section 4.3.

4.3Founding Directors

The Corporation shall be governed initially by the following founding directors:

• Samuel Jean
• Sacha C. Saint-Cyr

4.4Qualifications and Desired Expertise

All directors shall be natural persons of age 18 or older, as required by Section 617.0802, Florida Statutes. In addition to age, the following qualifications are expected:

No director shall have been convicted of a felony or crime of moral turpitude, nor shall any director have been removed from a position of trust or responsibility in another nonprofit organization due to fiduciary breach, conflict of interest violation, or governance misconduct.

Directors shall demonstrate a commitment to HCC's mission of advancing healthcare access and economic development for the Haitian community, and shall avoid material conflicts of interest as defined in Article 9.

Directors are encouraged to have expertise or demonstrated interest in one or more of the following areas:

• Healthcare delivery, public health, or health equity
• Economic development, business, or entrepreneurship
• Nonprofit governance or organizational leadership
• Law, regulatory compliance, or public policy
• Finance, accounting, or fundraising
• Education, workforce development, or community organizing
• Haitian culture, language, or diaspora affairs

4.5Term of Office and Staggering

Directors shall be elected for three-year terms. Terms shall be staggered so that approximately one-third of the Board is elected each year. No director shall serve more than three (3) consecutive full terms (nine years), after which there shall be a one-year rotation off before becoming eligible for reelection.

Initial Term Staggering:

To establish the staggered term system, the founding directors shall serve the following initial terms:

• Samuel Jean: Initial term of two (2) years, expiring in 2028
• Sacha C. Saint-Cyr: Initial term of three (3) years, expiring in 2029

Thereafter, all terms shall be three (3) years.

4.6Election and Nomination

New directors shall be elected by majority vote of the existing Board at the Annual Meeting or at any special meeting called for that purpose. The Board may establish a Nominating Committee. Nominations from the Nominating Committee shall be submitted in writing at least thirty (30) days before the election. Floor nominations may be accepted at the discretion of the presiding officer.

4.7Removal of Directors

Any director may be removed with or without cause by the affirmative vote of two-thirds (2/3) of the remaining directors. A director to be removed shall be given written notice at least fourteen (14) days in advance and shall have the opportunity to be heard at a meeting called for such purpose.

4.8Automatic Removal

A director shall be automatically removed from the Board upon the occurrence of any of the following events:

• Conviction of a felony;
• Failure to attend three (3) consecutive regularly scheduled Board meetings without an excuse accepted by the Board;
• Material breach of fiduciary duty as determined by a two-thirds vote of remaining directors;
• Violation of the conflict of interest policy that is not cured within thirty (30) days of written notice;
• Adjudication of mental incapacity by a court of competent jurisdiction.

Upon automatic removal, the Secretary shall provide written notice to the affected director within seven (7) days.

4.9Vacancies

Any vacancy occurring in the Board shall be filled by the majority vote of the remaining directors, even if less than a quorum. A director elected to fill a vacancy shall serve for the unexpired term of the director whom they replace.

4.10Compensation of Directors

Directors shall serve without compensation for their service as directors. However, the Board may reimburse directors for reasonable expenses incurred in attending meetings or performing duties on behalf of the Corporation, provided such expenses are documented and approved in advance. If a director provides professional services to the Corporation in a non-director capacity (e.g., consulting, legal, accounting), such compensation shall be at arm's length and approved under the conflict of interest policy.

4.11Standard of Care and Reliance

Each director shall discharge his or her duties as a director in good faith, with the care an ordinarily prudent person in a similar position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interest of the Corporation. A director shall be entitled to rely in good faith upon:

• Financial statements, reports, or statements of assets and liabilities presented by an officer, employee, or independent accountant reasonably believed to be competent;
• Legal advice of the Corporation's counsel;
• Reports of committees upon which they do not serve, if the report was prepared by persons reasonably believed to be competent;
• Information, opinions, or records of third parties reasonably believed to be reliable and competent.

A director who so performs their duties shall have no liability by reason of being or having been a director of the Corporation.

5.1Officers

The Board of Directors shall elect the following officers of the Corporation:

• President
• Vice President
• Treasurer
• Secretary

The Board may also elect such other officers as it deems necessary or appropriate, including an Executive Director, Assistant Treasurer, or Assistant Secretary.

5.2Dual-Office Limitation

No person shall simultaneously serve as President and Secretary. No person shall simultaneously serve as President and Treasurer.

5.3Election and Term

Officers shall be elected by a majority vote of the Board of Directors at the Annual Meeting. Officers shall serve one-year renewable terms and shall hold office until their successors are elected and qualified or until their earlier resignation, removal, or death.

5.4President

The President shall be the principal executive officer of the Corporation and shall:

• Preside over all meetings of the Board of Directors;
• Execute or cause to be executed all contracts, agreements, deeds, and other documents on behalf of the Corporation;
• Serve as ex officio member of all standing and ad hoc committees except those from which expressly excluded;
• Report to the Board on the state of the Corporation at each regular meeting;
• Appoint committee chairs subject to Board ratification;
• Perform all other duties incident to the office of President or as prescribed by the Board.

5.5Vice President

The Vice President shall:

• Assume all duties and responsibilities of the President in the event of the President's absence, disability, or inability to serve;
• Perform such other duties as assigned by the President or the Board.

5.6Treasurer

The Treasurer shall:

• Have charge and custody of all funds, securities, and valuable effects of the Corporation;
• Keep or cause to be kept full and accurate accounts of all receipts and disbursements;
• Deposit all money and securities in such depositories as shall be designated by the Board;
• Make disbursements of Corporation funds as authorized by the Board or these Bylaws;
• Prepare quarterly financial reports and present them to the Board;
• Prepare or cause to be prepared an annual budget for Board approval;
• Maintain restricted fund accounting to track donor-restricted contributions;
• Ensure all tax returns, including IRS Form 990 and Florida Annual Report, are prepared and filed timely;
• Acknowledge all contributions and provide donors with gift documentation as required by Section 170(f)(8) of the Internal Revenue Code for contributions of $250 or more;
• Maintain bonding as required by the Board;
• Perform all other duties as prescribed by the Board.

5.7Treasurer Bonding

The Board may require the Treasurer (and any other officer or employee handling Corporation funds) to be bonded in an amount determined by the Board. The cost of such bond shall be borne by the Corporation.

5.8Secretary

The Secretary shall:

• Record and maintain minutes of all Board and committee meetings;
• Maintain accurate records of all corporate documents, resolutions, bylaws, and amendments;
• Give all required notices in accordance with these Bylaws or as directed by the Board;
• Maintain a current roster of all directors, officers, and committee members;
• Ensure filing compliance with the Florida Department of State, including filing of the Annual Report at dos.fl.gov/sunbiz by May 1 of each year;
• Maintain the official copy of these Bylaws and all amendments;
• Perform all other duties as prescribed by the Board.

5.9Executive Director

The Board may hire an Executive Director, who shall be the chief administrative officer of the Corporation and shall:

• Manage the day-to-day operations of the Corporation under the direction of the Board and President;
• Hire, supervise, and terminate staff in accordance with Board-approved policies;
• Implement programs and strategic plans approved by the Board;
• Serve as a non-voting participant at Board meetings;
• Prepare reports and recommendations for Board consideration.

The Executive Director shall be an employee of the Corporation and shall be compensated at a level approved by the Board in accordance with the conflict of interest and compensation review policies. The Executive Director shall not serve simultaneously as a voting director.

5.10Removal of Officers

Any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors, with seven (7) days written notice and opportunity to be heard. Such removal shall be effective immediately upon the adoption of a resolution or upon such date as the Board specifies.

5.11Vacancies

Any vacancy in any office may be filled by the Board of Directors for the unexpired term.

6.1Standing Committees

The Corporation shall maintain the following standing committees:

• Healthcare Access Committee
• Economic Development Committee

6.2Healthcare Access Committee

The Healthcare Access Committee shall work to identify barriers to healthcare access in the Haitian community, facilitate partnerships with healthcare providers and insurers, develop programs to address health disparities, and promote culturally competent care delivery.

6.3Economic Development Committee

The Economic Development Committee shall develop and oversee programs to support Haitian business owners and entrepreneurs, including mentorship programs, workforce development initiatives, business incubation, and access to capital and markets.

6.4Executive Committee

The Board may establish an Executive Committee consisting of the President, Vice President, Treasurer, and Secretary. The Executive Committee may act for the Board in matters requiring immediate attention between regular meetings and shall report all actions to the full Board at its next meeting.

The Executive Committee shall NOT have authority to:

• Amend these Bylaws or the Articles of Incorporation;
• Elect or remove directors or officers;
• Approve dissolution, merger, or sale of substantially all Corporation assets;
• Authorize loans to directors or officers;
• Adopt or repeal any policy required by these Bylaws;
• Take any other action expressly reserved to the full Board by law.

6.5Finance and Audit Committee

The Board may establish a Finance and Audit Committee to oversee financial management, audit arrangements, and fiscal compliance. To ensure independence, no member of the Finance and Audit Committee shall be an employee of the Corporation or receive any compensation from the Corporation for non-director services.

6.6Compensation Committee

When the Corporation employs compensated officers, an Executive Director, or key employees, the Board shall establish a Compensation Committee consisting of independent, disinterested directors. The Compensation Committee shall:

• Review and recommend compensation levels for the Executive Director and key employees;
• Conduct comparability analysis using compensation data from similar organizations;
• Document the basis for its compensation recommendations;
• Report findings and recommendations to the full Board for approval.

This process satisfies the rebuttable presumption of reasonableness under Treasury Regulation Section 53.4958-6 and the IRS Form 990 Part VI, Line 15 reporting requirement.

6.7Ad Hoc Committees

The Board may create additional ad hoc committees as needed by Board resolution, specifying their composition, charge, and duration.

6.8Committee Governance

Each committee shall:

• Be chaired by a director or designee approved by the Board;
• Meet at least quarterly or as directed by the Board;
• Maintain written minutes of all meetings;
• Submit written reports to the Board at each regular Board meeting;
• Not commit the Corporation to any expenditure or contract without prior Board authorization.

6.9Committee Membership

Committee members need not be directors of the Corporation but shall be subject to all policies governing directors and officers, including the conflict of interest policy.

7.1Annual Meeting

The Board of Directors shall hold an Annual Meeting at such date, time, and place as the Board shall determine, for the purpose of reviewing the Corporation's activities, receiving annual reports, approving the budget, electing officers and directors, and conducting such other business as may come before the Board.

7.2Regular Board Meetings

The Board shall hold regular meetings at least four (4) times per calendar year, preferably quarterly. The Board shall establish a meeting schedule at or before the Annual Meeting.

7.3Special Meetings

Special meetings of the Board may be called by the President or by any two (2) directors upon written notice of not less than forty-eight (48) hours to all directors. Written notice may be delivered by mail, email, or electronic communication. Special meetings shall be limited to matters stated in the notice.

7.4Notice of Meetings

Notice of regular meetings shall be provided at least seven (7) days in advance. Notice of special meetings shall be provided at least forty-eight (48) hours in advance. Notice shall state the date, time, place (or electronic access information), and purpose of the meeting.

7.5Waiver of Notice

A director may waive notice of any meeting before, during, or after the meeting. Attendance at a meeting shall constitute waiver of notice of that meeting, unless the director attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

7.6Quorum

A quorum shall consist of a majority of directors then in office. No business may be conducted without a quorum present. If a quorum is lost during a meeting, no further business may be conducted until a quorum is restored.

7.7Voting

Each director shall have one (1) vote. Proxy voting is prohibited. A majority of the votes cast by directors present and voting shall determine the outcome of any vote, unless a higher vote is required by these Bylaws or law. In case of a tie, the motion fails.

7.8Action Without Meeting

The Board may take any action required or permitted by law without holding a meeting by obtaining the unanimous written consent of all directors then in office. Such written consent may be executed in counterparts and delivered by email with electronic signature. Written consent shall have the same force and effect as a unanimous vote at a duly convened meeting.

7.9Remote Participation

Board members may participate in meetings via telephone, videoconference, or other electronic communication method, provided that all participants can hear and communicate with one another simultaneously. Participation by such means shall constitute presence at the meeting for all purposes.

7.10Emergency Operations

In the event of a declared public health emergency, natural disaster, or force majeure event, the Board may:

• Conduct all meetings remotely regardless of any prior requirements for in-person attendance;
• Reduce the notice period for special meetings to twenty-four (24) hours;
• Authorize the President or Executive Committee to take emergency actions up to $5,000 without full Board approval, subject to ratification at the next Board meeting.

Emergency provisions shall remain in effect for the duration of the emergency declaration plus thirty (30) days.

7.11Minutes

The Secretary shall record minutes of all Board meetings, including the date, time, place, directors present and absent, a summary of discussions, actions taken, and vote counts. Minutes shall be circulated to all directors within seven (7) days of the meeting and approved at the next regular meeting. Approved minutes shall be maintained permanently.

8.1Fiscal Year

The fiscal year of the Corporation shall be the calendar year (January 1 through December 31).

8.2Annual Budget

The Treasurer shall prepare an annual operating budget for the ensuing fiscal year and present it to the Board for approval at least thirty (30) days before the start of the fiscal year. The budget shall include projected revenues, program expenses, administrative expenses, fundraising expenses, and capital expenditures.

8.3Expenditure Authority

Expenditures of Corporation funds shall be approved according to the following tiers:

• Up to $500: Any single officer may approve independently with documentation;
• $501 to $5,000: Two officer signatures required;
• Over $5,000: Full Board approval required;
• Emergency expenditures: The President or Treasurer may approve up to $1,000 for urgent operational needs; such expenditure must be reported to the Board at the next meeting with documentation.

8.4Bank Accounts and Signatories

All Corporation funds shall be deposited in federally insured accounts at banks, credit unions, or financial institutions designated by the Board. Checks, drafts, or electronic transfers in excess of $2,500 shall require the signature or electronic authorization of two (2) authorized officers. All accounts shall be maintained in the name of the Corporation.

8.5Financial Records

The Treasurer shall maintain complete and accurate financial records in accordance with Generally Accepted Accounting Principles (GAAP) or such other accounting standards as determined by the Board. All financial records shall be available for inspection by any director upon reasonable written request.

8.6Restricted Fund Tracking

The Treasurer shall maintain separate accounting for funds restricted by donors for specific purposes. All expenditures of restricted funds shall comply with donor intent. Quarterly status reports on restricted funds shall be provided to the Board.

8.7Annual Financial Review

The Board shall arrange for an annual financial review or audit by an independent accountant not employed by the Corporation.

8.8Tax Filings

The Treasurer shall ensure that all required tax returns are filed with the Internal Revenue Service on a timely basis, including Form 990-N, Form 990-EZ, or Form 990, as applicable based on the Corporation's gross receipts. The Board shall review and approve the Form 990 prior to filing, consistent with IRS Form 990 Part VI, Line 11 requirements.

8.9Florida State Filings

The Secretary shall ensure that the Annual Report required by Chapter 617, Florida Statutes is filed with the Florida Department of State (Sunbiz) by May 1 of each year.

8.10Charitable Solicitation Registration

Prior to soliciting donations in Florida, the Corporation shall register with the Florida Department of Agriculture and Consumer Services (FDACS) as required by Section 496.405, Florida Statutes. The Corporation shall renew such registration annually and comply with all applicable charitable solicitation laws.

8.11Donor Acknowledgment

The Treasurer shall maintain records of all cash and non-cash contributions. Written acknowledgment shall be provided to donors for all contributions of $250 or more, stating the amount of the contribution, whether any goods or services were provided in exchange, and a good-faith estimate of the value of any such goods or services, consistent with Section 170(f)(8) of the Internal Revenue Code.

8.12Gift Acceptance

The Corporation may accept gifts of cash, securities, real property, and personal property in furtherance of its charitable purposes. The Board may adopt a written gift acceptance policy governing the acceptance of non-cash gifts, gifts with restrictions, planned gifts, and gifts that may create liabilities or ongoing obligations for the Corporation. Non-cash gifts with an estimated value exceeding $5,000 shall require Board approval before acceptance.

9.1Purpose

This policy is designed to protect the Corporation's tax-exempt status, ensure fiduciary compliance, and prevent conflicts between the personal interests of directors, officers, key employees, and the Corporation's interests. This policy satisfies the requirements of IRS Form 990, Part VI, Line 12.

9.2Persons Covered

This policy applies to all directors, officers, key employees (as defined by the IRS for Form 990 purposes), and any other person in a position to exercise substantial influence over the affairs of the Corporation ("covered persons").

9.3Definition of Financial Interest

A covered person has a "financial interest" if the person has, directly or indirectly:

• An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
• A compensation arrangement with the Corporation or with any entity with which the Corporation has a transaction;
• A potential ownership or investment interest in, or compensation arrangement with, any entity with which the Corporation is negotiating a transaction;
• A family relationship (spouse, domestic partner, parent, child, sibling, in-law) with any individual who has a financial interest as defined above.

Compensation includes direct and indirect remuneration, gifts, and favors that are not insubstantial.

9.4Disclosure

Any covered person with an actual or potential conflict of interest shall disclose the conflict in writing to the President or, if the conflict involves the President, to the full Board, before any discussion or vote on the matter. Disclosure shall include the nature of the relationship or interest and the magnitude of any potential benefit.

9.5Recusal

Any person with a disclosed conflict shall: (a) excuse themselves from any discussion of the matter; (b) leave the room during deliberation; (c) not participate in the vote; and (d) not attempt to influence the outcome in any way.

9.6Procedure

When a conflict has been disclosed, disinterested directors shall determine whether (a) a conflict actually exists; (b) a more advantageous transaction or arrangement is available from a party without a conflict; and (c) the proposed transaction is fair and reasonable to the Corporation. If no alternative exists, the Board may approve the transaction only by a majority vote of the disinterested directors, with all discussion and votes recorded in the minutes.

9.7Comparability and Reasonableness

When the Corporation is considering compensation for any covered person, the Board (or Compensation Committee) shall review compensation paid by comparable organizations in similar geographic areas for similar roles and shall document its comparability analysis, consistent with the rebuttable presumption of reasonableness under Treasury Regulation Section 53.4958-6.

9.8Annual Disclosure Statement

Each director, officer, and key employee shall complete and sign a written Annual Disclosure Statement at the beginning of each fiscal year and upon any change in circumstances during the year. The Annual Disclosure Statement form is attached hereto as Appendix A. Completed statements shall be reviewed by the President (or Board Chair) and retained by the Secretary.

9.9Violations and Remedies

If the Board determines that a covered person has violated this policy, the Board may: (a) require the individual to explain or cure the violation; (b) impose additional oversight or monitoring; (c) discipline or remove the individual from their position; and (d) pursue restitution if the Corporation has suffered financial harm.

10.1Policy Statement

The Corporation is committed to operating with integrity and in full compliance with applicable laws and regulations. This policy satisfies the requirements of IRS Form 990, Part VI, Line 13.

10.2Reportable Violations

Reportable violations include:

• Fraud, embezzlement, or theft;
• Financial mismanagement or waste of Corporation assets;
• Violation of law, regulation, or Corporation policy;
• Breach of fiduciary duty;
• Harassment, discrimination, or unsafe working conditions;
• Retaliation against anyone for reporting a violation;
• Any other conduct contrary to the Corporation's mission and ethical standards.

10.3Reporting Procedure

Any person may report suspected violations:

• To the President, any officer, or any director;
• If the report involves the President, it shall be reported directly to the Board;
• Reports may be made orally or in writing;
• Anonymous reports are accepted and will be investigated to the extent possible;
• Written reports should include specific details, dates, and any supporting documentation.

10.4Protection from Retaliation

The Corporation strictly prohibits retaliation, harassment, discrimination, or adverse employment action against any person who, in good faith, reports or participates in an investigation of suspected violations. This protection applies regardless of whether the report ultimately proves substantiated. Any retaliation is grounds for discipline up to and including removal from position or termination of employment.

10.5Investigation

Upon receipt of a report, the Board shall: (a) promptly investigate the allegations; (b) maintain confidentiality to the extent possible consistent with the need to conduct an adequate investigation; (c) document findings, conclusions, and any remedial actions taken; and (d) provide information to the reporting party on the status and outcome, to the extent permitted by law and consistent with confidentiality obligations.

11.1Retention Schedule

The Corporation shall retain the following records for the minimum periods specified:

Permanent Retention:

• Articles of Incorporation and all amendments
• Bylaws and all amendments
• Board minutes and resolutions
• Meeting agendas
• Conflict of interest, whistleblower, and document retention policies
• IRS determination letter
• State incorporation documents

Seven (7) Year Retention:

• Federal tax returns (Form 990, 990-EZ, 990-N, 990-T)
• Financial statements and audit reports
• General ledger and journals
• Bank statements and cancelled checks
• Donation records and donor acknowledgments
• Grant proposals, awards, and reports
• Insurance policies
• Contracts and agreements (7 years after expiration)
• Employment records (7 years after termination)
• Vendor invoices and payment records
• Florida Annual Reports

Three (3) Year Retention:

• General correspondence
• Internal memoranda
• Email (non-essential)

11.2Destruction

Records may be destroyed after the applicable retention period has expired by shredding paper documents, securely deleting electronic files, or other appropriate means that ensure complete and irreversible destruction.

11.3Litigation Hold

In the event of pending or anticipated litigation, audit, investigation, or government inquiry, all potentially relevant records shall be preserved regardless of the retention schedule. The Board shall be notified immediately and all routine destruction shall cease until the matter is fully resolved and the hold is lifted by the Board.

12.1Indemnification Authority

To the fullest extent permitted by Chapter 617, Florida Statutes, the Corporation shall indemnify any director, officer, employee, or agent (an "indemnitee") against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to which such person was or is a party or is threatened to be made a party by reason of the fact that they are or were a director, officer, employee, or agent of the Corporation, provided that:

• The indemnitee acted in good faith and reasonably believed such action to be in the best interests of the Corporation; and
• In the case of a criminal proceeding, had no reasonable cause to believe their conduct was unlawful.

Indemnification shall NOT be available to any indemnitee who is adjudged to have been grossly negligent or to have engaged in willful misconduct.

12.2Advancement of Expenses

The Corporation shall advance reasonable expenses, including attorneys' fees, incurred by an indemnitee in defending any proceeding in advance of the final disposition thereof, provided the indemnitee executes a written undertaking to repay such amounts if it is ultimately determined that they are not entitled to indemnification.

12.3Directors and Officers Insurance

The Board of Directors is authorized to purchase and maintain directors' and officers' liability insurance coverage ("D&O Insurance") for all directors, officers, employees, and agents of the Corporation, at such limits and under such terms as the Board deems appropriate. The Board shall review D&O coverage annually.

12.4Non-Exclusivity

The indemnification provided herein shall not be deemed exclusive of any other right to which an indemnitee may be entitled under the Articles, any applicable insurance policy, any agreement, or any law.

13.1Ownership

The Corporation shall own all intellectual property created by or for the Corporation in the course of organizational work, including but not limited to:

• Trademarks, logos, and brand assets (including "Haitian Community Cares," "Empower Haitians," and related marks);
• Website content, domain names, and digital properties;
• Academy course materials, curricula, and educational resources;
• Software, databases, and digital tools;
• Photographs, artwork, video, and creative works;
• Donor lists, contact databases, and membership records;
• Program curricula, methodologies, and research;
• Grant applications and reports.

13.2Prohibition on Unauthorized Use

No director, officer, employee, volunteer, or contractor shall use the Corporation's name, logo, trademark, donor lists, or other intellectual property for personal or commercial purposes without the express written consent of the Board. Violations may result in discipline, removal, or legal action.

13.3User-Generated Content

Content submitted by users, vendors, or partners for publication on the Corporation's platforms shall be licensed to the Corporation on a non-exclusive, royalty-free, perpetual, worldwide basis for the purposes of operating, displaying, reproducing, and promoting the content. The original creator retains ownership of the content.

14.1Books and Records

The Corporation shall keep as permanent records: (a) an accounting of all receipts and expenditures; (b) a record of all actions of the Board, committees, and officers; (c) a record of all directors, officers, and committee members; (d) the Articles of Incorporation, bylaws, and all amendments; and (e) such other records as the Board deems necessary.

14.2Location

Books and records shall be maintained at the principal office of the Corporation or at such other location as designated by the Board.

14.3Director Inspection Rights

Any director may inspect and copy the Corporation's books, records, and facilities at any reasonable time upon written request to the Secretary. The Corporation shall provide access within ten (10) business days.

14.4Public Inspection and Privacy

The Corporation's IRS Form 990 (and Forms 990-EZ and 990-N, as applicable) and its application for tax-exempt status (Form 1023) shall be available for public inspection as required by Section 6104 of the Internal Revenue Code. Copies of the three (3) most recent Form 990s shall be made available upon written request.

Notwithstanding the foregoing, the Corporation shall not disclose donor names, addresses, or contribution amounts to the public, except as required by law. Schedule B (Schedule of Contributors) is not required to be publicly disclosed for 501(c)(3) organizations.

14.5Annual Report to Directors

The Treasurer shall prepare an annual report summarizing the Corporation's activities, programs, financial condition, and progress toward its mission. This report shall be distributed to all directors and shall be available to the public upon request.

14.6Annual Board Self-Evaluation

The Board shall conduct an annual self-evaluation to assess its performance, governance practices, and adherence to its fiduciary duties. The evaluation may be conducted through written surveys, facilitated discussions, or other methods approved by the Board. Results shall be used to inform Board development and governance improvements.

15.1Amendment Procedure

These Bylaws may be amended by the affirmative vote of at least two-thirds (2/3) of the directors present at a regular or special meeting of the Board, provided that: (a) full text of the proposed amendment is provided in writing to all directors at least fourteen (14) days before the meeting; and (b) the proposed amendment does not conflict with the Articles of Incorporation or applicable law.

15.2Limitations

No amendment shall be adopted that would cause the Corporation to lose its status as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code or fail to qualify as a public charity under Section 509(a). No amendment shall conflict with Chapter 617, Florida Statutes.

15.3Recording

The Secretary shall record the date of adoption of all amendments and shall distribute updated Bylaws to all directors within thirty (30) days. The Secretary shall maintain the current official version of these Bylaws.

16.1Dissolution Procedure

The Corporation may be dissolved only upon the affirmative vote of at least two-thirds (2/3) of all directors then in office. Written notice of the proposed dissolution shall be provided to all directors at least thirty (30) days before the dissolution vote.

16.2Asset Distribution

Upon dissolution and after payment of all liabilities, all remaining assets of the Corporation shall be distributed exclusively to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code, or to the federal government, or to a state or local government, for a public purpose. Preference shall be given to organizations that serve the Haitian community or advance the Corporation's charitable mission.

16.3Prohibition on Personal Benefit

In no event shall any assets be distributed to any director, officer, member, or private individual under any circumstances.

16.4Compliance with Florida Law

The Corporation shall comply with all dissolution procedures required by Chapter 617, Florida Statutes, including filing Articles of Dissolution with the Florida Department of State pursuant to Section 617.1403 (filing fee: $35). Florida does not currently require notification to the Attorney General for voluntary dissolution of a nonprofit corporation, but the Corporation shall comply with the plan of distribution of assets requirements under Section 617.1406 and the procedures for known and unknown claims under Sections 617.1407 and 617.1408.

The Board shall be guided by Robert's Rules of Order, Newly Revised (current edition), in all cases not covered by the Articles of Incorporation, these Bylaws, or the laws of Florida.

18.1Severability

If any provision of these Bylaws or the application thereof to any person or circumstance is held invalid or unenforceable by a court of competent jurisdiction, the remainder of these Bylaws and the application of such provision to other persons or circumstances shall not be affected thereby and shall remain in full force and effect. A court may limit a provision rather than voiding it entirely.

18.2Electronic Signatures and Counterparts

Any document required to be signed under these Bylaws, including written consents, waivers, disclosure statements, and these Bylaws themselves, may be executed by electronic signature (including DocuSign, Adobe Sign, or typed name in email) and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.