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                      HUPN   HAITIANS UNITED PRESS NETWORK, INC.

TABLE OF CONTENTS

CHAPTER ONE: PURPOSE AND POWERS
SECTION 1: Purpose
ECTION 2: Powers
CHAPTER TWO: OFFICES AND LOCATION OF ACTIVITIES
SECTION 1: Office
SECTION 2: Locations of Activities
CHAPTER THREE: MEMBERSHIP
CHAPTER FOUR: GENERAL ASSEMBLY MEETING
CHAPTER FIVE: BOARD OF DIRECTORS
SECTION 1: Power and Duties
SECTION 2: Composition and qualifications
SECTION 3: Nomination, Appointment and Term of Office
SECTION 4: Meetings
SECTION 5: Resignations, Removal, Vacancies
SECTION 6: Compensation

CHAPTER SIX: COMMITTEES
SECTION 1: Executive Committee
SECTION 2: Other committees
CHAPTER SEVEN:  OFFICERS
SECTION 1: Composition and Qualifications
SECTION 2: Appointment and Term of Office
SECTION 3: Powers and Duties
SECTION 4: Fidelity Bonds
SECTION 5: Resignations, Removal, Vacancies

CHAPTER EIGHT: MISCELLANEOUS PROVISIONS
SECTION 1: Fiscal Year
SECTION 2: Corporate Seal
SECTION3:CorporateRecords
SECTION 4: Amendments of Chapters of Corporation and Bylaws
 

HUPN   HAITIANS UNITED PRESS NETWORK INC. BY LAWS
CHAPTER ONE
PURPOSES AND POWERS

SECTION 1     PURPOSE
Article 1. GENERAL
Article 2. SPECIFIC PURPOSES.  HUPN   HAITIANS UNITED PRESS NETWORK is primarily a local
press organization. With the followings: specific purposes
a) To assist people that come in the area, seeking refugee in the United States, providing them with
immigration, health and housing services.
b) To assist new immigrants helping them settle in South Florida.
c) To implement educational and economic development projects that shall benefit the entire
community.
d) To serve as an efficient link between the local authorities and the member of the community.
 Article 3. Notwithstanding any other provision of these by-laws, the HUPN   HAITIANS UNITED
PRESS NETWORK is organized exclusively for purposes as specified in Section 501 (c) (3) of the
Internal Revenue Code of 1954, 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.
SECTION 2   POWERS.
Article 4.  In furtherance of the foregoing purposes, HUPN  may exercise any or all the
following powers:
1- To make contracts, incur liabilities; borrow money, issues notes, bonds, and other obligations and
secure any of its obligations by mortgage and pledge of all or any of its property, franchise or income.
2- to lawfully acquire, use and deal in and with real or personal property or any interest in it, regardless
where the property may be located.
3- to sell, convey mortgage, pledge, lease, exchange, transfer or otherwise dispose of any part of its
properties and assets.
4- To lawfully acquire, use dispose of and deal in shares and other interests in, or obligations of, other
domestic or foreign corporations, whether for profit or not for profit, associations, partnerships,
individuals, or government bodies.
5- to lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and
personal property as security for the payment of funds loaned or invested.
6- to make donations for just causes.
7- to seek local and federal funds for the financing of its activities.
8- to have and exercise all powers necessary or convenient to effect any or all of the purposes for which
the corporation is organized.

CHAPTER TWO

OFFICES AND LOCATION OF ACTIVITIES
SECTION 1. OFFICES
Article 5   the principal office of HUPN  is to be located in the State of Florida. The coalition may have
such other offices, either within or without the State of Florida, or in any other country, as the Board of
Directors may determine in the future.
SECTION 2. LOCATION OF ACTIVITIES.
Article 6 HUPN  may carry its activities in the United States and in any other country.

CHAPTER   THREE
MEMBERSHIP
Article 7 HUPN   HAITIANS UNITED PRESS NETWORK Inc. has two category of membership: active
membership and honorary membership.
Article 8 Shall be considered as active members any person of 18 years of age or more who has:
1) Produced a request for membership to the Admission Committee and has been accepted by that
committee
2) Participated on a regular basis in all the activities of the organization
3) Paid all fees and dues that may be levied by the corporation
4) Abided by the rules and regulations of the corporation.

Article 9 shall be considered as honorary members all personalities designated as such by the Board of
Directors because of their title, position and qualification and because of services they may render or
may have rendered to the organization.
Article 10 Active members have the right and privilege to participate in General Assembly Meetings of
the organization and to cast votes in accordance with the by-laws.  They are also eligible to be member of
the boards or member of different committees and to get involved in all activities of the organization.
Article 11. Active members are entitled to inspect and copy, during regular business hours at the
corporation’s principal office, any of the records of the corporation described in s. 617. 1601 (5), if the
members gives the corporation written notice of his or her demand at least five (5) business days before
the date on which he or she whishes to inspect and copy.
The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of
any documents provided to the member. The charge may not exceed the estimated cost of production or
reproduction of the records. If the records are kept in other than written form, the corporation shall
convert such records into written form upon the request of any person entitled to inspect the same. The
corporation shall bear the costs of converting any records described in s. 617.1601(5). The requesting
member shall bear the costs, including the cost of compiling the information requested, incurred to
convert any records described in s. 617.1602(2).
Article 12 HUPN  shall keep a membership book containing, in alphabetical order, the name, address and
phone number of each member.  Active members may be entitled to a certificate of membership or a
membership card if the Board of Directors decides to issue such documents.
Article 13 In case of violation of the rules and regulations the Discipline Committee may take one of the
following decision against the active members:
a) A Letter of blame
b) A letter of suspension
c) A letter of termination of membership.
All these sanctions shall be recorded in the membership book.

CHAPTER FOUR
GENERAL ASSEMBLY MEETING
Article 14 The Board of Directors shall convened a General Assembly Meeting of the active members of
HUPN , every year within sixty days of the start of the fiscal year of the organization.  The assembly will
perform the following tasks:
1) Elect a certain number of new directors according to a list of candidates submitted by the Election
Committee and in such a way that one third of the board be elected annually.
2) Ratify the nomination by the board of the members of the different committees
3) Approve the Budget that has been submitted by the Board of Directors
4) Ratify actions that have been taken by the board during the previous fiscal year.

CHAPTER FIVE
BOARD OF DIRECTORS

SECTION 1.   POWERS AND DUTIES.

Article 15 GENERAL POWERS. Except as otherwise expressly provided in these by laws, all the lawful
powers of HUPN  are vested in and exercised under the authority of the Board of Directors, and the
business and affairs of HUPN  are conducted and controlled by such Board. This general power is not
curtailed or restricted by any provision of specific powers.
Article 16 SPECIFIC POWERS.  The board of directors has full authority subject to other provisions of
these bylaws:
1. To prescribe and assign the duties of all corporate officers and special agents of the corporation.
2. To appoint the Executive Directors and Department Heads.
3. To determine the salaries and other entitlements of such officers and agents.
4. To make and issue, from time to time, regulations and directives concerning corporate duties, job
descriptions and compensation.
Article 17 DELEGATIONS.  The Board of Directors may delegate any portion of its authority to manage,
control, and conduct the current business of HUPN  to any officer, agent, or employee of the HUPN .
The Board is responsible for the proper performance of the delegated functions.
SECTION 2 COMPOSITION AND QUALIFICATIONS
Article 18 COMPOSITION.  The Board of Directors consists of a minimum of three (3) and a maximum
of twenty one (21) Directors.  The number of directors may be increased or decreased from time to time
consistent with the best interest of the corporation.  The decision to increase or to decrease the number
of directors within the above-specified limit, must be taken in a regular or a special meeting by a vote of
a majority of two third of the members of the sitting Board of Directors. Any decision to increase the
number of directors beyond that limit is subject to the amendment of the by-laws.
Article 19 Qualifications.  To be appointed member of the Board of Directors, the new director must:
1) Be 18 years of age or older
2) Accept to become a member of the corporation and to abide by its rules and regulations
3) Have enough experience and be willing to use it as an asset for the best interest of the corporation
4) Accept to work as a team and to develop good interpersonal relations with the other members of the
board and with all the members of the corporation.
SECTION 3 NOMINATIONS, APPOINTMENT AND TERM OF OFFICE
Article 20.  NOMINATION.  Before anyone is appointed to the Board of Directors, the Nominating
Committee must transmit to the board a written request containing the name of the candidate, a copy of
his resume and the recommendation of the committee.  The committee must also specify what kind of
contribution it thinks the candidate can make to the advancement of the corporation.
Article 21.  Upon receipt of that written request the Board of Directors shall conduct a preliminary
investigation into the background of the candidate. Then it shall invite him to a special meeting for an
interview.  The Board of Directors must give the candidate the opportunity to rebut any information
unfavorable to him or that is uncovered by the preliminary investigation. The board must schedule the
interview meeting within two weeks (2) after reception of the request of the committee.
Article 22 The Board shall vote on the nomination at its next regular meeting. Acceptance of the new
member is subject to a vote at a majority of the members of the whole Board without consideration of
their presence or their absence at the meeting. The Board shall notify both the Nominating Committee
and the candidate about the outcome of the vote.
Article 23 If the nomination is rejected, the candidate has the right to request a written explanation from
the Board. In the event he can provide the latter with satisfactory evidence that its decision was based on
false considerations the board must convene a special meeting for a new vote on the basis of the new
information provided by the candidate.
Article 24 Except for the voting on the nomination, the Board of Directors may delegate any or all of the
foregoing functions to a committee of the Board.
Article 25 APPOINTMENTS OF DIRECTORS. Appointment of Directors takes place upon attendance by
the confirmed nominee of the next regular meeting or annual meeting of the Board of Directors
following receipt of notification of his confirmation as a new member of the board.
Article 26 TERM OF OFFICE   Directors are appointed for a renewable term of three (3) years.
Directors hold office until their successors have been elected or appointed and confirmed and ready to
take office.

SECTION 4 MEETING
Article 27 ANNUAL MEETING.  An annual meeting shall be held within thirty days of the start of the
HUPN  fiscal year in order to:
1) Prepare the General Assembly Meeting and set the date of this assembly
2) Approve the budget prepared by the Finance and Budget Committee
3) Confirms the actual corporate officers in their respective positions or appoint new officers
4) Transact such further business as may be necessary or appropriate.
Article 28 REGULAR MEETING. Without call or notice, the Board holds a regular monthly meeting on
the first Thursday of each month or on any other day that may be convenient for the members.  Until
HUPN  disposes of the proper facilities the place of such regular meeting is to be designated upon
adjournment of each prior meeting.
Article 29 SPECIAL MEETINGS.  On notice and call, special meetings of the Board of Directors may be
held from time to time when called by the chairman or no less than three (3) Directors.
Article 30 SPECIAL MEETINGS BY TELEPHONE. Special meetings of the Board of Directors may be
held by means of telephone conferences in which all Directors participating in the meeting can hear each
other. Participating in a meeting by telephone constitutes presence in person at the special meeting.
Article 31 NOTICE OF SPECIAL MEETING.  Written notice of any special meeting of the Board of
Directors shall be prepared by the secretary and delivered by personal service or by mail at least seven
(7) calendar days before the date of the meeting.  Such notice must specify who calls the meeting if
other than the chairman, the date and hours of the meeting, the place of the meeting and the business to
be brought before the meeting.  No business other than that so specified is to be transacted at any special
meeting except by unanimous consent of all the Directors present at the meeting.
Article 32 WAIVERS.  The secretary may call special meetings of the Board of Directors informally by
any method other than written notice. If a majority of the Directors is present at the time and place
specified, their presence constitutes a waiver of notice and any corporate business may be transacted at
such meeting except for amendment of the Chapters of Incorporation or the by-laws, confirmation of
Directors, appointments of officers, or filling of vacancies on the Board of Directors.
Article 33 ACTION BY DIRECTOR WITHOUT A MEETING   With the exceptions hereinafter, Any
action of the Board of Directors may be taken without a meeting if all the Directors sign a consent in
writing setting forth the action so taken except for amendments of the Chapter of Incorporation, or the
bylaws, confirmation of Directors, appointments of officers, or filling of vacancies on the Board of
Directors.
Article 34 QUORUM Except as otherwise specified in these by-laws, a standing majority of the number
of directors constitutes a quorum of the Board of Directors for the transaction of business at any meting
of the Board. Any meeting is to be adjourned for lack of quorum.
Article 35 BOARD DECISIONS. The act of the majority of the Directors present at a meeting at which a
quorum is present is the act of the Board of Directors unless law or these bylaws require the act of a
greater number.
Article 36 MEETING PROCEDURES. The chairman or the Vice-Chairman is to conduct any meeting of
the Board of Directors according to the following procedure:
Determination of quorum.
Approval of minutes of last meeting
unfinished business.
New business.
Reports, if any, of committee’s chairpersons.
Reports, if any of corporate officers.
Adjournment.
Article 37 TARDINESS OF DIRECTORS.  Since tardiness disrupts and otherwise impairs the proper
functioning of the Board of Directors, any Director may admonish a Director who is not present after the
reading of prior minutes to any meeting of the Board of Directors.
In cases of repeated action, the Board may take any action, it deems necessary and reasonable to prevent
such tardiness.
Article 38 UNEXPLAINED ABSENCES. Except for reasons of illness or travel out-of town, if a
Director is absent without prior notice to the Board from any three consecutive meetings of the
Directors, the Board of Directors may declare the position of such Director vacated by reason of
neglect, and request that the Nomination Committee designates a successor as provided in these by laws.

SECTION 5 RESIGNATION, REMOVAL; AND VACANCIES
Article 39 RESIGNATION Any Director may resign his office at any time. Such resignation is to be
made in writing submitted to the secretary and takes affect upon the appointment of a successor.
Acceptance of the resignation is not required to make it effective.
The new director appointed by the board will hold office for the rest of the term of his predecessor.  This
nomination will be submitted for ratification to the next General Assembly Meeting.
Article 39A REMOVAL   Any Director may be removed from the Board of Directors by affirmative vote
of two third (2/3) of the board of Directors.  Such removal must be justified. To illustrate only, the
following constitutes cause for removal: embezzlement of corporate funds, or unauthorized public
statement. The Director involved must be given an opportunity to be present and to be given and
opportunity to be present and to be heard at the meeting in which the removal is considered.
Article 40 VACANCIES A vacancy in the Board of Directors exists on the happening of any of the
following events:
a) Death, resignation or removal of any Director.
b) Conviction of a felony of any Director
c) Refusal, upon confirmation, to accept the office
d) Neglect, by absence without prior notice to any three consecutive meetings of the Board of Directors.
For such neglect to be actionable, the Board of Directors must declare the office of such Director
vacated.

Article 41 FILLING OF VACANCIES All vacancies shall be filled in accordance with the procedures
described in Section 3:  Nomination, Appointment and Term of Office of the present by-laws.
.
SECTION 6 COMPENSATION
Article 42 Directors may receive compensations for specific administrative services furnished to the
organization.  The amount of such compensation depends on factors such as: education, training,
experience or disposition, knowledge of the corporate environment, etc.
CHAPTER SIX
COMMITTEES
SECTION 1 EXECUTIVE COMMITTEE.
Article 43 The Board of Directors may by resolution adopted by a majority of the whole Board, establish
an Executive Committee for the Board to be composed of three (5) officers of HUPN
Article 44 The executive committed which serves at the pleasure of the Board has such powers and
perform such powers and perform such duties as the Board may delegate to it by resolution including the
immediate over sight of the affairs of HUPN  however an executive committee can never have the
powers alone to amend the Chapters of Incorporation, or the bylaws, confirm Directors, appoint officers,
or to fill vacancies on the Board of Directors.

Article 45 The executive committee shall perform its function as directed by the Board and report
periodically to the Board. The committee acts by a majority of the members therefore and any action
taken by the executive committee within the course and scope of its authority is action of the Board of
the Directors of HUPN .
Article 46 The executive committee may be abolished at any time by the vote of a majority of the whole
Board of Directors and during the course of the committee’s existence, the authority and duties of the
committee may be changed by the Board of Directors, as it may deem appropriate.
SECTION TWO: OTHER COMMITTEES.
Article 47 The Board of Directors may establish other committees it deems advisable to assist in the
management of the corporation with powers and responsibilities appropriate to the nature of these
committees.
Such committees may include the following: Admission Committee, Fundraising Committee, Public
relation Committee, Discipline Committee, Election Committee Advisory committee, Finance and
Budget Committee and a Planning Committee.

Article 48 Each committee so established serves at the pleasure of the Board and the members therefore
include a Director who chairs the committee and other members chosen either solely from the Board or
from the community by the chairman after consultation with the chairperson of the committee.
Article 49 In addition to such obligations and functions as may be expressly provided for these bylaws or
by the Board of Directors each committee so establish from time to time report to and advises the Board
on corporate affairs within its particular area of responsibility and interest.  The Board of Director may
provide by general resolution applicable to all committees for the organization and conduct of the
business of the committees.

CHAPTER SEVEN
OFFICERS
SECTION 1 COMPOSITION AND QUALIFICATIONS.
Article 50 COMPOSITION the officers of HUPN  are:  the Chairman, the First Vice Chairman, the
Second Vice Chairman, the Secretary and the Treasurer.  A person can only hold one office except in
cases of emergency, of temporary absence, or of disability not exceeding thirty (30) days when the
Board may delegate the powers and duties of one officer to another officer.
Article 51 OTHERS OFFICERS.  The Board of Directors may increase the number of officers by
appointing such other officers from time to time as it deems necessary in the conduct of the business of
the corporation, for such terms and with such powers and duties as determined by the Board.
Article 52 GENERAL QUALIFICATIONS.  A corporate officer must be a Director of HUPN .  He must
be of good moral character and has some specific qualifications that could benefit the organization.  The
Board of Directors may, in its judgment, impose additional requirements for the appointment of any or
all-corporate officers.
SECTION 2 APPOINTMENTS AND TERM OF OFFICE.
Article 53 APPOINTMENT AND TERMS OF OFFICE.  The Board of Directors appoints all officers of
HUPN . For a term of no less than two (2) years.  All officers’ terms may be renewed at the discretion of
the Board of Directors.
Article 54 ANNUAL CONFIRMATIONS.  Notwithstanding the above subsection the Board of Directors
at its annual meeting, must confirm the actual corporate officers in their respective positions or appoint
the new officers of HUPN .
SECTION 3 POWERS AND DUTIES
Article 55 POWERS AND DUTIES OF THE CHAIRMAN. The chairman of HUPN  is the principal
executive officer and exercises general supervision and control over all the business and affairs of the
corporation.  The chairman has the following specific powers and duties:
1. To supervise the day-to-day management entrusted to the executive Directors.
2. To supervise all other executive Directors,
3. To see that all orders and resolutions of the Board are carried into effect;
4. To execute bonds, mortgages, deeds of trust, and contract of HUPN .
5. To approve the hiring and firing of all employees and agents of the corporation
6. To have general superintendence and direction of the other corporate offices
and of agents of HUPN  and to see that their respective duties are properly performed;
duct the business and affairs of HUPN  according to the resolutions of the Board of Directors and
according to his own discretion whenever and wherever and wherever it is not expressly limited by such
resolutions.
8. To submit a report of the operations of HUPN  to the Board of Directors at its regular meeting to
prepare the annual report of HUPN  to be submitted to the agencies funding HUPN .
9. To report to the Board all matters within his knowledge that should be brought to the Boards attention
in the best interest of the corporation.
10. To sign with the Treasurer or a Vice chairman all checks and to approve all disbursements of funds.
11. The chairman has such other powers, and duties as may be set forth elsewhere in these bylaws and as
may be prescribed by the Board of Directors from time to time.
Article 56 POWER AND DUTIES OF THE VICE CHAIRMAN. The First Vice Chairman and the Second
Vice Chairman serve as a backup and a replacement for the Chairman in case of absences generated by
sickness, impeachment and all others vacancies. In these cases they exercise all power of duties of the
Chairman.  If the Chairman is absent it is replaced by the First Vice Chairman or the Second Vice
Chairman if the former is non available.
During the normal course of operations the Vice Chairmen assist the Chairman who may assign specific
duties to them.
Article 57 POWERS AND DUTIES OF THE SECRETARY. The Secretary of HUPN  is the custodian of
the corporate seal.  He maintains the corporate books and records and is the recorder of HUPN  formal
actions and transactions.  The secretary has the following specific powers and duties:
1. To record or see to the proper recording of the minutes and transactions of all such meeting in the
form and manner required by laws.
2. To keep the corporate seal and affix it to all papers and documents requiring a seal, and to attest by his
signature all corporate documents requiring the same;
3. To attend to the giving and serving of all notices or HUPN  required by law or these by laws to be
given.
4. To attend to such correspondence and make such reports as may be assigned by the chairman or the
Board of Directors.
5. The secretary has such other powers, duties and authority as may be set forth elsewhere in these
bylaws and as may be prescribed by the chairman or the Board of Directors from time to time.
Article 58 POWER AND DUTIES OF THE TREASURER.  The Treasurer of HUPN  is its chief fiscal
officer and the custodian of its funds, securities, and property.  The Treasurer has the following specific
powers and duties:
1. To keep and maintain open for inspection by the Chairman and any Director at all reasonable times,
adequate and correct accounts of the properties and business transactions of HUPN  which include all
matters required by law which are in form required by law.
2. To accept on behalf of HUPN  any contribution, gift, devise, donation, public funds.
3. To have the care and custody of the funds and valuables of HUPN  and deposit the same in the name
and the credit of HUPN  with such depositories as the Board of Directors may design.
4. To see to the proper drafting of all checks, drafts, notes, and orders of HUPN  and to sign such
instruments together with the chairman.
5. To disburse the funds of HUPN  for expenses, and to use proper vouchers for such disbursements.
6. To render to the chairman and to the Board of Directors, whenever they may require it, and account of
all his transactions as treasurer.
7. The treasurer has such other powers, duties and authority as may be set forth elsewhere in these bylaws
and as may be prescribed by the chairman or the Board of Directors from time to time.
SECTION 4 FIDELITY BONDS.
Article 59 The Treasurer, and all other officers, agents, and employees of HUPN  who handle corporate
fund and any other persons or any entities designated by the Board of Directors must execute fidelity
bonds in favor of HUPN  in the penal sums specified by the Board and by Surety Company approved by
the Board. Blanket bond may be utilized in lieu of individual bonds in case of employee. All premium for
fidelity bonds required from officers, employees or agents are to be paid by HUPN  at corporate
expenses.

SECTION 5 RESIGNATION, REMOVAL, and VACANCIES.
Article 60 RESIGNATION any officers may resign his office. Such resignation must be done in writing
and takes effect upon the appointment of a successor.
Article 61 REMOVALS. The Board has the authority to suspend or remove any officers, or any
employees for causes. Two third of the executive committee must approve the decision in case of
dispute or abuse of power.
Article 62 Vacancies. A corporate office becomes vacant because of death, resignation or removal as
well as disability or incapacity.
CHAPTER EIGHT
MISCELLANEOUS PROVISIONS.
SECTION 1 FISCAL YEAR.
 Article 63 The fiscal year of HUPN  begins on the first day of July and ends on the last day of June of
each year.

SECTION 2 CORPORATE SEAL
Article 64 The Board of Directors, by resolution is to describe and specify the content of the corporate
seal of HUPN
SECTION 3 CORPORATE RECORD
HUPN  shall keep as records minutes of all meetings of its members and board of directors, a record of
all actions taken by the members or board of directors without a meeting, and a record of all actions
taken by a committee of the board of directors in place of the board of directors on behalf of the
corporation. It shall maintain accurate accounting records and a record of its members in a form that
permits preparation of a list of the names and addresses of all members in alphabetical order.  HUPN
shall keep a copy of the following records:
(a) its articles or restated articles of incorporation and all amendments to them currently in effect.
b) Its bylaws or restated bylaws and all amendments to them currently in effect.
(c) The minutes of all members' meetings and records of all action taken by members without a meeting
for the past 3 years.
(d) Written communications to all members generally within the past 3 years, including the financial
statements furnished for the past 3 years under s. 617.1605.
(e) A list of the names and business street, or home if there is no business street, addresses of its current
directors and officers
(f) Its most recent annual report delivered to the Department of State under s. 617.1622.
SECTION 3 AMENDMENTS OF CHAPTERS OF INCORPORATION AND BY-   LAWS.
Article 65 The Chapters of incorporation and the By-Laws may be revised and amended at special
meeting of the Board of Directors called by specific notice stating the specific purpose. Two third of the
majority of the Board members present at the meeting are necessary to finalized such revision(s) or
amendment(s). A quorum of the Board is mandatory for such meeting to be held.
 

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