By Laws of “Malesia e Madhe”

“By-Laws”

OF THE MALESIA E MADHE
ARTICLE I …………………………………………………………..1

NAME AND THE PURPOSES
ARTICLE II ………………………………………………………….1

POLICIES
ARTICLE III …………………………………………………………2

MEMBERSHIP
ARTICLE IV ………………………………………………………….2

ANNUAL MEETING
ARTICLE V …………………………………………………………..3

BOARD OF DIRECTORS
ARTICLE VI ………………………………………………………….4

BOARD OF DIRECTORS
ARTICLE VII …………………………………………………………5

COMMITTEES
ARTICLE VIII ………………………………………………………..6

GENERAL MANAGEMENT OF THE CORPORATION
ARTICLE IX ………………………………………………………….10

FINANCIAL MANAGEMENT
ARTICLE X …………………………………………………………..10

AMENDMENTS

BYLAWS OF THE MALESIA E MADHE
ARTICLE I
NAME AND THE PURPOSE

Section 1: The name of the organization shall be Malesia e Madhe, Inc., hereinafter referred to as the “MM” or “Cooperation,” a non-profit corporation in compliance with the Non-Profit Corporation Law in the State of Michigan .

Section 2: Malesia e Madhe has been established to foster, support, and advance cultural and educational programs that enhances Albanian causes. The objective is to strengthen and promote their mutual ideals and interest in accordance with the views of MM’s members. In carrying out these tasks, MM shall remain an independent organization and present only the views of its members. Furthermore, Malesia e Madhe (MM) was established to meet the pressing needs for Albanian community. MM strives to build a strong and cohesive sense of Albanian community and Albanian identity. It initiates community-wide cultural and educational programs, brings together Albanian population in cooperation with all religious sects, for a multiple supportive purpose, which includes all ages and all persuasions. It assures that the Albanians causes would continue to grow in the USA for our children and grandchildren, and that the commitment to Albanians throughout the world will continue.

Section 3: The organization shall conduct and/or sponsor programs, projects and activities designed to support its purpose and objectives.

ARTICLE II

POLICIES

Section 1: The Corporation shall not-be-for-profit. No part of the earnings of the Corporation shall insure to the benefit of, or be distributed to its members, officers, directors, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable composition in furtherance of the purpose and objectives set forth in these By-Laws.

Section 2: Unless otherwise authorized by the Board of Directors, no member of MA can represent MA through exchange in dialogue with the media, government officials, or other institutions.

Section 3: The Corporation shall be non-sectarian.

ARTICLE III

MEMBERSHIP

Section 1: Membership shall consist of members of the board of directors and other regular members who provide financial assistant to MM.

Section 2: Individuals or organizations who provide annual support to MM are contributors.

Section 3: Contributors who applied for membership and who pay annual dues are considered members in good standing. In setting dues, the Board may create different categories of membership depending upon the amount of dues paid.

Section 4: Membership must be renewed on a yearly basis through payments and dues.

ARTICLE IV

ANNUAL MEETING

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

Section 2: Special Meetings. The Chair or the Board of Directors may call special meetings.

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

ARTICLE V

BOARD OF DIRECTORS

Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and direction of the Corporation, and delegates’ responsibility for day-to-day operations to the Council Director and committees. The Board shall have up to 15 members, but no more than 25.

Section 2: Meetings. The Board shall meet as needed, 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 second year meeting of the corporation. Directors will be elected by a majority vote of the current members.

Section 4: Terms. All Board members shall serve a 2-year term, but are eligible for re-election.

Section 5: Quorum. A quorum must be attended by at least 75 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; since Notice will include the scheduled agenda.

Section 7: Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary and 2 Treasurers. Their duties are as follows: The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurers. The Vice-Chair will chair committees on special subjects as designated by the board. 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 members, and assuring that corporate records are maintained. The Treasurers shall make a report at each Board meeting. Treasurers shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 8: Vacancies. When a vacancy on the Board exists, the Secretary may receive nominations for the members from present Board members weeks in advance of a Board meeting. These nominations shall be send 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 9: 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. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10: Special meetings. Special meetings off the Board shall be called upon the request of the Chair or one-third of the Board. The Secretary shall send out notices of special meetings to each Board member postmarked two weeks in advance.

Section 11: All shall serve without compensation but the Board of Directors may provide for reimbursement of reasonable expenses incurred by directors in the performance of special duties.

Section 12: The Chairman of the Board of directors shall preside at all Meetings of the Board at which he is present; in the event of the absence of the Chairman at any Meeting the Vice Chairman shall preside as Acting Chairman.

ARTICLE VI

BOARD OFFICERS

Section 1: OFFICERS.

The Board of Directors from among its own Members shall appoint the following Officers:

a. Chairman of the Board;

b Vice Chairmen;

c Two Treasures; and

d. Secretary.

Section 2: The board Officers may elect other Officers, as deemed necessary, for a specific project or activity.

Section 3: REMOVAL. Any Officer of the Board of Directors may be removed from office, with or without a cause, by two-thirds vote of the Board of Directors at any Meeting at which a quorum is present, providing the Officer has been given notice, in writing of the contemplated action of the Board. Removal of an Officer does not constitute removal as Directors unless such action has been effected in accordance with the by-laws of this organization.

ARTICLE VI I

COMMITTEES

Section 1: The Board may create committees, as needed, such as fundraising, humanitarian assistance, educational programs, housing, etc. The Board Chair appoints all committee chairs.

Section 2: The five officers serve as the members of the Executive

Committee. Except for the power to amend the Articles of Corporation 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 Finance Committee shall have cognizance over the finances of the Corporation and shall have the duty and responsibility to oversee the handling of all funds, securities and accounts and the fiscal recording, accounting and reporting procedures thereof. The Treasurers are chairs of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public. All matters relating funds must be reported promptly to the Executive Committee and the Board of Directors. The Financial Committee shall develop and recommend to the Board of directors plans and programs for members to develop fund-raising activities; monitor and evaluate the Corporation’s plan and programs for membership development and fund-raising and the staff’s effectiveness in the implementation thereof; and, with all of Directors, actively participate in membership development and fund-raising programs.

Section 4: The Executive Committee shall consist of the following members: Chairman of the Board, the Two Vice Chairmen of the Board, Two Treasures, and the Secretary. This committee is empowered to receive gifts and bequests of money and property from individuals, partnerships, corporations or other entities. Named fund through current or deferred gifts is a good way to leave a lasting legacy. Donors can assure that Albanian issues can continue from one generation to the next.

Section 5: Community Activities. Family activities shall be organized to offer increased opportunities for families to meet, have fun together, and participate in a variety of activities such as holiday celebrations, theater, concerts, and recreational outings, family fun days, social action projects, and sporting events. Albanian culture, literature, Bilingual Education, and values shall be incorporated into various programs.

Section 6: The Chair, vise chair or the board has the right to sign and authorize the checks.

ARICLE VIII

GENERAL MANAGMENT OF THE CORPORATION

Section 1: GENERAL POLICY. All Directors and Officers shall discharge the duties of their respective positions in good faith and with the degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions.

Section 2: BOARD OF DIRECTORS. The Board of Directors is vested with the full powers for the governance and general management of the Corporation. The board shall without limitation:

a. Have supervisory authority and control over all business, assists, property and affairs of the Corporation;

b. Establish policies and approve programs for the attainment of the objectives of the Corporation;

c. Establish policies and guidance for the management of all of the operations of the Corporation and review management’s performance in execution thereof;

d. Acts as the fiscal steward of the Corporation: review and approve budgets and financial plan; authorized the disbursement of funds; insure the establishments of effective procedures for fiscal control and

e. fiscal management; insure timely and responsive financial reporting; reviewing the financial statues on a regular basis;

f. Assist and cooperate in fun-raising and membership development activities and programs;

g. Ratify all substantive actions and decisions of the Executive Committee exercising the power of the Board in the intervals between the Regular Meeting of the Board;

h. Elect such Officers and establish such Committees as are necessary for the conduct of the affairs of the Corporation;

i. Perform such other duties and responsibilities as prescribed in these by-laws or as may be derived from the full powers for the governance and the general management of the Corporation.

Section 2: EXECUTIVE COMMITTEE. The Executive Committee shall exercise the authority and responsibility of the board of directors during the intervals between Meetings of the board, except as restricted by law, these By-Laws or the Board of Directors. The Executive Committee shall:

a. In exercising its powers, be charged with the authority and responsibility for the implementation of the policies and directives of the board of Directors for the governance and general management of the Corporation (policies duly established by the Board Directors may not be countermanded by the Executive Committee);

b. Serve as the principal supervisory and monitoring agency of the board of directors in all financial and operational activities of the Corporation;

c. Serve as the principal advisory to the board of directors in all matters relating to the management of the Corporation;

d. Perform such other duties and responsibilities as prescribed in these By-Laws/ or as directed by the Board of Directors.

e. Maintain effective relations with educational and cultural organizations and institutions for the conduct of the Corporation’s programs;

Section 3: CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the board shall be the chief executive of the Corporation. The Chairman shall:

a. Insure the implementation of the policies and decisions of the Board of Directors and the Executive Committee for the governance and general management of the Corporation;

b. Provide guidance, direction and leadership to the officers of the Corporation for the implementation of the policies and decisions of the board of Directors and the Executive Committee;

c. Serve as a chairman of the Executive committee;

d. Preside at all meetings of the board of Directors and of the Executive Committee at which the chairman is present;

e. Make a report to the Board of Directors at the Annual Meeting of the Board, evaluating process, directions and organizational strength of the Corporation;

f. Formulate, with the Board and other Executive members, and have published and distributed the agenda for all meetings of the board and of the Executive Committee;

g. Perform such as other duties and responsibilities as prescribed in these By-Laws/or directed by the Board of Directors;

h. The President shall be responsible for the maintenance and supervision of all financial records, accounts, as provided in these By-Laws.

Section 4: VICE CHAIRMEN OF THE BOARD. The Vice Chairman of the Board of directors shall serve as a member of the Executive Committee and shall perform other duties and responsibilities as may be directed by the Board of directors or the Chairman.

Section 5: TREASURERS. The Treasurers shall have supervisory authority over all of the funds, securities and accounts of the Corporation and over the maintenance of all records in regard thereto. The Treasurers shall:

a. Insure the implementation of proper fiscal recording and accounting procedures and full and responsive reporting procedures;

b. Supervise the disbursement of all funds as directed by the Board of Directors;

c. Sign checks of the Corporation in accordance with the procedures established in accordance with the By-Laws of this Corporation;

d. Maintain, with the Finance Committee, oversight of the management funds of the Corporation; make timely reports, to the Executive Committee and the Board of Directors, of any significant developments or trends in the management of those funds, particularly as related to the objectives and guidelines established by the board of Trustees for the management of invested funds;

e. Serve as a Chairman of the Finance Committee;

f. Render a report to the Board of Trustees at the Annual Meeting of the Board;

g. Perform such other duties and responsibilities as prescribed in these By-Laws and/or as may be directed by the Board of directors, the Chairman and/or the Executive Committee.

Section 6: SECRETARY. The Secretary shall:

a. Keep the minutes of the meeting of the Members of the Corporation and the meeting of the Board of directors; supervise the preparation and filing of the minutes in the respective minute book maintained with the records of the corporation; sign and have authenticated the minutes of such Meeting;

b. Sign and/or attest such instruments as may required by law or authorized by the board of directors;

c. Safeguard the Seal of the Corporation in the office of the Corporation;

d. Affix or cause to be affixed the Seal of the Corporation to all instruments requiring same when so authorized by the Board of directors;

e. Perform such other duties and responsibilities as prescribed in these By-Laws and/or as may be directed by the Board of Trustees, the Chairman and/or the Executive Committee.

ARTICLE IX

FINANCIAL MANAGMENT

Section 1: The fiscal year of the Corporation shall begin on July 1, and end on June 30 of each year. All financial reports of the Corporation shall be made on the fiscal year basis.

Section 2: The Corporation shall operate on the basis of a balanced budget in both restrictive and unrestricted current operations and shall not incur deficits.

Section 3: All funds and all securities shall be deposited in the name of Corporation as the board of Trustees may designate.

ARTICLE X

AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-third majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. Any member of the Board Directors may propose amendments to these by-laws by forwarding it to the chairman who shall promptly provide copies to all Directors.

These By-laws were approved at a meeting of the Board of Directors on May 2002.