New Egypt Group Inc. ARTICLE 1
NAME AND OFFICES
Section 1. Name. This corporation shall be known and designated NEW EGYPT GROUP,INC DBA/international Egyptian women’s club . also DBA/international Egyptian youth club (the “Corporation”).
Section 2. Office. The registered office of the Corporation shall be located at 192 LEXINGTON AVE, NEW YORK NY 10016. The Corporation may also have offices at such other places within or without the State of New York as the board of directors may from time to time appoint or the business of the Corporation may require.
ARTICLE II OBJECTIVES
The Corporation is organized and operated exclusively for the purposes set forth in its Certificate of Incorporation.
BOARD OF DIRECTORS
The Founders of New Egypt Group (Maged Amin-Aliaa Amin-Naiera Hamad) _ must always be present on the board of Directors and cannot be removed or replaced by any board members at any time. The Founders of the international Egyptian Women’s club (Abed Elkeshk-Maged amin-Christina Raphael-Aliaa Amin-Naiera Hamad-Mona Tantawi -Aida Manzalawi) must always be present on the board of Directors and cannot be removed or replaced by any board members at any time. . The Founders of the international Egyptian Youth club (Abed Elkeshk-Maged amin-Christina Raphael-Aliaa Amin-Naiera Hamad-Mona Tantawi-Aid Manzalawi) must always be present on the board of Directors and cannot be removed or replaced by any board members at any time.
Section. 1. Board of Directors. The business of this Corporation shall be managed by its board of directors. It may adopt such rules and regulations for the conduct of its business as
shall be deemed advisable, and may, in the execution of the powers, granted, appoint such agents as it may consider necessary.
Section 2. Qualification of Directors. Each director shall be at least eighteen years of
Section 3. Number of Directors. The Board of Directors shall be composed of not less than five and not more than eleven members. The Board of Directors may, from time to time, change the number of members of the Board by amendment of these bylaws as provided in Article VI.
Section 4. Election and Term of Directors. The term of office of the ten initial directors named in the Certificate of Incorporation shall expire at the time of the organizational meeting of the board of directors at which the by laws of the Corporation are adopted. At that meeting directors shall be elected to serve for a term of three years. Beginning in 2017, directors
will be elected to serve for a two year term which will begin upon adjournment of the meeting at which they were elected. Subsequently, directors may be elected to the board by a majority vote of directors at a special meeting of the board of directors provided a quorum is present.
Section 5. Vacancies. Vacancies occurring in the board of directors for any reason shall be filled by a vote of a majority of the remaining directors then in office regardless of their number. A director elected to fill a vacancy shall hold office for the balance of the term of the director whose office became vacant and until his or her successor is elected and qualified.
Section 6. Removal of Directors. Any director may be removed with or without cause by a vote of the directors when there is a quorum of not less than a majority present at the meeting
of directors at which such action is taken. Any director who fails to attend at least three quarters
(3/4) of all board meetings in any 12 month period shall be removed as director at the annual meeting of the Board following his or her failure to meet this requirement.
Section 7. Resignation of Directors. Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, , and if no time be specified, at the time of its receipt by the Chair of Secretary. The acceptance of a resignation shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a director.
Section 8. Quorum of Directors. Except as otherwise provided by law, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business and the vote of a majority of the board of directors present at the time of a vote, if a quorum is present at such time, shall be the act of the board of directors.
Section 9. Annual Meeting of the Board. The annual meeting of the board of directors shall be held during the month of January upon not less than ten nor more than forty days’ written notice of the time and place of the meeting. The meeting shall be held at such time and
place as shall be specified in the notice of meeting. The board may provide for additional regular
meetings of the board.
Section 10. Special Meetings of the Board. Special meetings of the board for any purpose or purposes may be called at any time by the Chair. Special meetings of the board shall be held upon not less than two days’ notice given personally or by telephone, telegraph or telecopy or upon not less than four days’ notice given by depositing
notices in the United States mail, postage prepaid. The notice shall specify the time and place of
Section 11. Notice of Meeting of Directors and Waiver of Notice. Notice of meeting need not be given to any director who signs a waiver of notice before or after the meeting, or who attend the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to that director of the meeting. Neither the business to be transacted at, nor the purpose of: any meeting of the Board need be specified in the notice or waiver of the notice of the
meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the
meeting adjourning and if the period of adjournment does not exceed ten days in anyone adjournment.
Section 12. Telephone Meetings. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 13. Advisory Board. The board of directors by resolution adopted by a majority of the entire board may establish an Advisory Board to be composed of such distinguished members of the community in various fields of expertise and knowledge as shall be appointed by a majority of the entire board of directors to serve at the pleasure of the board. The Advisory Board shall render advice and suggestions to the board to assist it in promoting and achieving the goals of the Corporation.
Section 14. Compensation of Directors. Directors, as such, shall not receive any salary for their services as directors, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board and of any committee of the board of directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Such compensation shall be reasonable and commensurate with services performed.
ARTICLE IV OFFICERS
Section 1. Number. The officers of this Corporation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer and such other officers or agents as may be appointed by the board. Any two or more offices may be held by the same person, except the offices of Chair, Vice Chair and Secretary.
Section 2. Election and Term of Office. The Chair shall be elected to serve a three-year term and be elected by the directors at each second annual meeting. Directors will be limited to serving two consecutive terms in the office of Chair. The Vice Chair shall be elected to serve a three-year term and be elected by the directors at each second annual meeting. Directors will be limited to serving two consecutive terms in the office of Vice Chair. The Secretary shall be elected to serve a three-year term and be elected by the directors at each second annual meeting. Directors will be limited to serving two consecutive terms in the office of Secretary. The Treasurer shall be elected to serve a three-year term and be elected by the directors at each second annual meeting. Directors will be limited to serving two consecutive terms in the office of Treasurer.
Section 3. Resignation, Removal or Vacancies. Procedures Set Forth in these bylaws
with regard to resignation, removal or vacancies in the board of directors shall also be applicable as to any officer.
Section 4. Duties of Officers. Except as otherwise provided in these bylaws, the duties of the officers shall be such as usually attach to such offices and, in addition, thereto, such other duties as may be designated from time to time by the board of directors.
Section 5. Chair. The Chair shall be a member of the Board of Directors by virtue of his office and shall preside at all meetings of the directors. The Chair shall be an ex officio member of all committees and shall, in general, supervise all of the business and affairs of.the
Corporation, subject to the control of the board of directors. The Chair shall have power to sign
and execute all contracts and instruments of conveyance in the name of the Corporation, and to appoint and discharge agents and employees subject to the approval of the board of directors and to sign checks, drafts, notes and orders for the payment of money.
Section 6. Vice Chair. The Vice Chair shall be a member of the Board of Directors by virtue of his office and shall be an ex officio member of the Executive Committee. The Vice Chair shall perform, in the absence or disability of the Chair, the duties and exercise the powers of the Chair. The Vice Chair shall be an ex officio member of all committees and shall, in general, execute responsibilities of the corporation as delegated by the Chair and subject to the control of the board of directors.
Section 7. President and Chief Executive Officer. The President shall be a member of the board of directors by virtue of his office and shall be an ex officio member of the Executive committee. The President shall perform, in the absence or disability of the Chair and Vice Chair, the duties and exercise the powers of the Chair. The President shall mange the business and affairs of the Corporation, subject to the direction of the Chair and the control of the board of directors. The President shall have power to sign checks, drafts, notes and orders for the
payment of money, and to manage the actions of agents and employees of the Corporation. The co-signature of the Chair or Treasurer will be required on all checks payable in excess of an amount specified by the board of directors and provided to the President in writing by the Secretary with the affirmation of the Chair.
Section 8. Secretary. The Secretary shall attend all meetings of the board of directors and keep the minutes of all the proceedings of such meetings and also, unless otherwise directed, the minutes of all meetings of committees in books provided for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of directors and all other notices required by
law or by these bylaws, and in case of the Secretary’s absence or refusal so to do, any such notice may be given by any person thereunto directed by the Chair or by the directors upon whose requisition the meeting is called. The Secretary shall have charge of the corporate books and records. The Secretary shall have the custody of the seal of the Corporation and affix the same to all instruments requiring it when authorized by the directors, the Chair, or Vice Chair and attest the same. The board of directors may give general authority to any other officer to affix the seal of the Corporation and attest the affixing of such officer’s signature.
Section 9. Treasurer. The Treasurer shall have charge of all moneys of the Corporation and deposit the same in the name of the Corporation in a depositary selected by the board of directors. The Treasurer shall disburse said funds as ordered or authorized by the board of directors. The Treasurer shall keep accurate accounts of his or her receipts and disbursements, submit his or her books and records to the Chair and to the board of directors when requested and give an itemized statement of his or her accounts at each stated meeting of the board. The Treasurer shall sign all checks on behalf of the Corporation upon any and all its bank accounts. All checks, however, shall bear the countersignature of the Chair. The Treasurer shall file and preserve all vouchers. If required by the board of directors, the Treasurer shall execute and file with the board of directors a bond conditioned upon the faithful performance of his or her duties, as Treasurer, in an amount fixed by the board of directors.
ARTICLE V COMMITTEES
Section 1. Executive Committee. The board of directors by resolution adopted by a majority of the entire board, may designate from among its members an executive committee, which shall consist of such number of directors, but not less than five, as the board may specify, which shall have and exercise power and authority of the board of directors in the supervision and direction of the Corporation between meetings of the board of directors, subject only to such restrictions or limitations, if any, as are specified by resolution of the board or as prohibited by Section 712 of the Not-for-Profit Corporation Law. The Chair of the board of directors shall serve as ex officio Chair of the Executive Committee. The Vice Chair, President and Treasurer shall also serve as ex officio members of the Executive Committee.
Section 2. Other Committees. Other committees, not having and exercising the authority of the board of directors in the management of the Corporation, may be designated and appointed, or terminated, by the Chair or the board of directors, provided that the board of directors may, in any instance, reserve to itself the sole authority to designate, appoint, or terminate a committee. Each committee will consist of three or more directors and other persons may be designated members of such committees who are not members of the board of directors.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the board of directors
Section 2. Corporate Seal. The corporate seal shall be circular in form and have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal” and “New York.” The seal shall be in the charge of the Secretary. The seal may be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
Section 3. Indemnification of Directors and Officers. If a director or officer of the Corporation is made a party to any civil or criminal action or proceeding in any matter arising from the performance by such director or officer of his or her duties for or on behalf of the Corporation, then, to the full extent permitted by law, the Corporation, upon affirmative vote of the board of directors, a quorum of directors being present at the time of the vote who are not parties to the action or proceeding, shall:
(1) Advance to such director or officer all sums found by the board, so voting, to be necessary and appropriate to enable the director or officer to conduct his or her defense, or appeal, in the action or proceeding; and
(2) Indemnify such director or officer for all sums paid by his or her in the way of judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred, in connection with the action or proceeding, or appeal therein, subject to the proper application of credit for any sums advanced to the director or officer pursuant to clause (1) of this paragraph.
Section 4. Amendment and Repeal. These Bylaws may be amended, repealed or adopted by a majority of the entire board of directors.
Section 5. Prohibted Activities
(a) No part of the funds collected by the Corporation shall inure to the benefit or be distributed to its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for personal services actually rendered and to make expenditures (including grants and gifts) in furtherance of its purposes.
(b) Notwithstanding any other provision of these bylaws, the Corporation shall not carryon 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.