The name of the Corporation is Ogbaru-USA Association Incorporated, which shall be incorporated in the State of New Jersey.

Ogbaru-USA Association Inc., (East Coast: New York, New Jersey, Connecticut and Pennsylvania Chapter) is composed of all indigenes of Ogbaru Local Government Area in Anambra State of Nigeria, residing in the New York, New Jersey, Connecticut and Pennsylvania. The purposes for which the Corporation is organized are exclusively charitable, cultural and educational within the meaning of section 501 (C ) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

The Mission of Ogbaru-USA Association Inc., is to harness the strength, aspirations and resources of its members in order to give educational, social and medical assistance to the furtherance of the culture, development, and interests of all, and especially needy indigenes of Ogbaru in the Diaspora, as well as the needy elsewhere.

Membership of the Association shall comprise of all native born indigenes of Ogbaru residing in the New York, New Jersey, Connecticut and Pennsylvania area. Associate membership will be open to relatives and in-laws [umu nwadiani and ndiogo] and all friends and well wishers of Ogbaru whose work will enhance our collective humanitarian and development efforts.

The functions of the Corporation shall be carried out by an Executive Board of Officers elected by the members of the Association by vote at a general meeting.

The Executive Board of Officers shall be established for the purposes of the running of the Association.

The Executive Board shall, within the ambit of this Constitution adopt such rules and regulations as may be deemed necessary for the proper conduct of its work.

No member of the Executive Board shall profit from the Corporation except where such benefits are permitted by law.

The members of the Executive Board shall be elected from within the general membership of the Association.

The Executive Board shall have the following officers:

President

Vice-President

Secretary

Assistant Secretary

Treasurer

Financial Secretary

Provost

Agent

The Executive shall recommend the election of other officers as needed.

Duties of the officer of the Association shall be as stipulated herein and in ad hoc cases as may be assigned by the Executive Board in Council.

President:

The President shall be the chief executive officer of the Ogbaru-USA Association Inc. and shall have general supervision over the business of the Corporation and over its several officers who shall report to him subject, however, to the control of the General House to which he is responsible for the affairs of the Corporation and for the performance of its officers. The President may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the General House, except in cases where the signing and execution thereof shall be expressly delegated to the House or by these Bylaws to some other officer or agent to the office of the chief executive officer of the Corporation, and such other duties as from time to time may be assigned to him by the Corporation. He/She shall, whenever it may be necessary in his opinion, prescribe the duties of all officers and employees of the Corporation in addition to such duties as are set forth in these BYLAWS.

Vice-President:

The Vice -President shall assist the President in the day to day activities of Ogbaru-USA Association, Inc. At the request of the President, or in his/her absence or disability, the Vice-President shall perform the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon the President. The Vice-President may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments authorized by the General House, except in cases where the signing and execution thereof shall be expressly delegated by the House or by these Bylaws to some other officer of the Corporation. The Vice-President shall perform such other duties as from time may be assigned by the General House or the President.

Secretary:

The Secretary shall take down the minutes of the meetings and shall be the record keeper of Ogbaru-USA Association, Inc. The Secretary shall convene all meetings in consultation with the President. The Secretary shall also:

1. certify and keep at the principal office of the Corporation the original or a copy of its Bylaws as amended or otherwise altered to date;

2. keep at the principal office of the Corporation, or such other place as the General House/Membership may order, a book of minutes of all proceedings of the membership, whether annual, regular, or special;

3. see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

4. be custodian of the records and of the seal of the Corporation and see that it is engraved, lithographed, printed, stamped, impressed upon, or affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws;

5. see that all the books, reports, statements, and all other documents and records required by law are properly kept and filed;

6. exhibit at all reasonable times to any Officer, upon application, the Bylaws and minutes of proceedings of the General House;

7. in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the General House or the President.

Assistant Secretary:

The Assistant Secretary shall assist the Secretary and in the absence of the Secretary perform the functions listed in Section 4.4. (c ) above.

Treasurer:

Th Treasurer shall be responsible for the collection and safe keeping of all funds belonging to Ogbaru-USA Association, Inc. Th Treasurer shall also:

1. if required to do so by the General House, give a bond for the faithful discharge of his/ her duties in such sum, and with such sureties, as the Membership or the President shall require;

2. have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name the Corporation in such bank, trust companies or other depositories (as shall be selected by the Executive Board) General;

3. keep and maintain adequate and correct accounts of the Corporation's properties and business transaction, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus;

4. render a statement of the condition of the finances of the Corporation at all meetings of the Membership;

5. receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever;

6. in general, perform all the duties incident to the office of Treasurer and such other duties from time to time may be assigned to him by the General House/Membership or the President.

Financial Secretary:

The Financial Secretary shall report directly to the President of the Corporation and be responsible for the fiscal and economic policies of the Corporation as well as oversee the operations and financial records of the Corporation. He/she shall also:

1. deliver and render the annual report on the state of the finances of the Corporation;

2. Liaise with the Treasurer to receive, and give receipt for, moneys due and payable to the Corporation from any sources whatsoever;

3. serve as an ex-officio member of the finance and project management committees

4. in general, perform all the duties incident to the office of Financial Secretary and such other duties from time to time may be assigned to him by the President or general House.

Provost:

The Provost shall have the responsibility of enforcing mandates related to the maintenance of decorum during meetings, collecting of fines and other charges that may be assessed.

Agent:

The Agent shall represent the Corporation in matters between it and the State and Public as might be directed by the Executive Board.

The President, Vice-President, Secretary, Assistant Secretary, Treasurer, Financial Secretary and Provost shall be elected by the general membership/General House of the Corporation at the Annual Convention and serve two year term expiring at the second Annual Convention following their election. The Agent shall be appointed by the Executive Board. The elected members of Executive Board shall serve for renewable terms of one year.

Removal:

An officer elected by the membership may be removed at a duly called meeting or by action in writing whenever, in the membership judgement, the best interest of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person removed.

Resignation:

An officer of the Corporation may resign at any time by giving written notice of his resignation to the President of the Corporation, or to the Secretary or Treasurer. Any such resignation shall take effect at the time received unless another time is specified in such notice. Unless otherwise specified in such notice, the acceptance thereof shall not be necessary to make it effective.

Vacancies:

Any vacancy in any office owing to resignation, death, incapacity, removal, or any other cause may be filled by vote of the membership at any duly called meeting, or by action in writing as provided herein. An emergency ,meeting of the General House/Membership may be called to fill any vacancy

Frequency:

The meetings of the Association shall be held every two months, namely: February, April, June, August, October and December, on a Saturday of dates and venue agreed to by the members during a prior meeting.

Emergency or Ad Hoc Meetings:

The President shall summon other meetings from time to time as might be necessary.

Quorum:

The presence of five members of the Association shall constitute a quorum for the holding of a meeting and for taking of binding decisions. One such member must be an elected officer of the association.

Decisions:

All decisions of the Association shall be reached by a simple majority vote.

Time and Order of Meetings:

The scheduled time of every meeting shall be 3:00pm. A grace period of 30 minutes will be given for delays and late arrivals after which the meeting must commence once a quorum has been attained. The duration of the meeting shall be 3 hours, i.e. 3pm to 6pm. Notice and agenda of meetings along with the minutes of the last meeting shall be sent to members at least three weeks prior to the next meeting. The President shall presided over all meetings, and in absence the Vice-Chairman, the Secretary , Assistant Secretary or Treasurer shall preside in this order of precedence.

Procedure:

The meetings of the Association shall be conducted in either Igbo or English; and that all formal communications and documents of the Association shall be in English.

There shall be no discrimination on the basis of sex, race, religion, ethnic or geographic origin. No restriction shall be placed on the eligibility of men and women to participate in any capacity and under conditions of equality insofar as they meet the membership eligibility criteria set out in this By-laws.

Members of the Association shall pay an initial enrolment fee of $50 (fifty dollars); an annual membership dues of $50 (fifty dollars), and all annual dues are payable by the second meeting of the year (April). That levies, if any, will be on a need basis.

All expenses of the Association and all disbursement of funds shall be authorized by the Association at its meetings. Routine administrative, ad hoc and emergency expenses shall be authorized by the President in consultation with the Executive Their decision and expenses shall be ratified at the next meeting.

These bylaws, with any rules and regulations to be developed shall come into force once it is considered in its entirety at a general meeting and adopted by a simple majority.

These Bylaws may be amended by the Membership or General House of the Corporation at a duly called meeting or by action in writing, by a simple majority of those present and voting.

No part of the earnings of Ogbaru-USA Association, Inc. Shall inure to the benefit of any member of the Association or any private individuals (except that reasonable compensation may be paid for services rendered to or for Ogbaru-USA Association, Inc.

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c ) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such asset not so disposed of shall be disposed of by the Court of Competent

Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purpose.

The authority and responsibility for the financial administration of the Corporation shall be conducted as set forth in these Bylaws, and shall be administered by the President on a daily basis with the guidance and direction of the Treasurer, or as determined by the General House/Membership.

The fiscal year of the Corporation shall begin on the first of day of January of each year and ends on the last day of December of the year.

The President or the General House shall provide a Corporate Seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and words ? Corporate Seal.?

There shall bee an annual audit of the records and receipts of Ogbaru-USA Association, Inc. By an auditor appointed by the Executive Board at its February meeting. Th scope and duration of the audit will be determined by the Executive Board at the time of the appointment.

The Executive Board shall adopt such rules and regulations as may be necessary for the proper conduct of its work. Such rules and regulations shall be part of these bylaws, except that they may be amended at any regular meeting without any previous notice by two-third votes of members present.