PADRE PIO GOTTIN CHARITIES, INC.

(CARIDADES DE NHO PADRE PIO, INC)

ARTICLE I — NAME, PURPOSE

Section 1:The name of the organization shall be "Padre Pio Gottin Charities, Inc."

Section 2:The purpose of "Padre Pio Gottin Charities, Inc." is organized

exclusively to further the life work and, message of Father Olivio Giovanni "Padre Pio" Gottin locally and internationally, by assisting economically and socially disadvantaged persons, especially those of Capeverdean origin, in accessing available human and social services, including, but not limited to: health, education, employment, advocaby and family-related services; to assist new immigrants while they assimilate into their new surroundings; to promote cultural exchanges locally and internationally; foster mutual appreciation and respect for persons of diverse cultural, ethnic and racial heritages.

ARTICLE II — MEMBERSHIP

Section 1: Membership. The membership of the organization shall consist of all persons who wish to assist the organization philanthropically.

ARTICLE III — ANNUAL MEETING

Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2: Special Meetings. The President or the Executive Committee may call special meetings with adequate notice.

Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.

ARTICLE IV — BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the Executive Committee and committees. The Board shall have up to 35 and not fewer than 25 members. The Members receive no compensation other than for reasonable expenses authorized by the Board.

Section 2: Regular Meetings. The Board shall meet monthly, at an agreed upon time and place.

Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the organization. Directors will be elected by a majority vote of the current directors.

Section 4: Terms. All Board members shall serve a three-year term, alternating (3,6,9) so that at any given time there are at least a 2/3 retention within the Board. Board members are eligible for re-election and are not subjected to term limits.

Section 5: Quorum. A quorum must be attended by at least 51 percent of the Board members before business can be transacted or motions made or passed.

Section 6: Notice. An official Board meeting requires that each Board member have written notices two weeks in advance.

Section 7: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members and given to the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 8: Resignation, Termination, and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year.

Section 9: Removal of Board Members. A Board member may be removed for cause determined prejudicial to the organization by a three-fourths vote of the remaining directors.

Section 10: Conduct. "The Padre Pio Gottin Charities, Inc." is an apolitical organization and does not subscribe nor supports any political parties or political organizations. Any Board Member who is deemed as involving the organization politically will be banned from participating in the organization.

Section 11: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third of the Board. The Secretary shall send out notices of special meeting, to each Board member postmarked within two weeks of the said meeting.

ARTICLE V — OFFICERS AND DUTIES

Section 1: Officers and Duties. There shall be six officers of the Board consisting of a President, Vice-President, Secretary, Treasurer, Vice-Secretary, and Vice-Treasurer. Their duties are as follows:

The President shall preside or arrange for other members of the executive committee (Vice-President, Secretary, and Treasurer) at all meetings of the Board of Directors. S/he shall have general supervision of the affairs of the organization and perform other duties as required of the president by the Board of Directors.

The Vice-President shall have the duties of the President in his/her absence. S/he shall perform other duties as assigned to him/her by the Board of Directors.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. S/he shall perform other duties as assigned to him/her by the Board of Directors.

The Treasurer shall give a financial report to. the Board of Directors at each Board meeting. The Treasurer shall have custody of all funds and securities of the organization. Such funds are to be kept in Board approved financial institutions. The Treasurer shall Chair the finance committee, assist in the preparation of the budget, and help develop fundraising plans, and make financial information available to Board members and the public. S/he shall perform other duties as assigned to him/her by the Board of Directors.

The Vice-Secretary shall have all the duties of the Secretary in his/her absence and perform other duties as assigned to his/her by the Board of Directors.

The Vice-Treasurer shall have all the duties of the Treasurer in his/her absence and perform other duties as assigned to his/her by the Board of Directors.

Section 2: Elections of Officers. The officers of the organization are to be elected to a two-year term every two years by the Board of Directors at their annual meeting. The seating president shall appoint an election committee with a majority approval by the Board of Directors.

ARTICLE VI — COMMITTEES

Section 1: Standing Committees. The Standing Committee shall consist of but is not limited to; Finance, Public Relations, FundRaising, Planning and Out-Reach. The Board of Directors may appoint other committees or sub-committee as needed. The Board President appoints all committee Chairs.

Section 2: Executive Committee. The six Officers and Committee Chairs shall compose the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: Finance Committee. The Treasurer shall chair the Finance Committee, which includes at least three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, and annual budget with staff, if one is available and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board of Directors must approve any major changes in the budget. 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 to the public when deemed necessary.

ARTICLE VII — MISCELLANEOUS

Section 1: Checks. All checks shall be signed by two officers or agents of the Organization, and in such a manner as shall be from time to time determined by the Board. The rule regarding conflict of interest shall apply. The Board may delegate this power to the President, on such terms as it prescribes. In the absence of such determination, such instruments

shall be signed by the Treasurer.

ARTICLE VIII — FISCAL YEAR

Section 1: The fiscal year shall be the calendar year beginning on the first of January and shall end on the thirty first day of December.

ARTICLE IV — AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.