About Fondation Secours Pour les Pauvres de Pignon

TOWN HALL OF RANQUITTE

Northern Department, HAITI (W.I.)

AUTHORIZATION OF OPERATION

The Municipal Council of the Commune of Ranquitte authorizes the: "FONDATION SECOURS POUR LES PAUVRES DE PIGNON" (FONSEPP), to operate in Ranquitte. This, after the filing of the documents made in its archive on April 15th, 2008, which was operational in the Commune of Pignon since September 2006.

Hence, it is authorized to operate under the Haitian laws in the Commune of Ranquitte.

In witness whereof, this authorization is issued to serve and use for all purposes.

Done at The Council Office of Ranquitte, June 20, 2008, 205th year of independence.

[Illegible Signature]

Georges DERVAL

Mayor

[Illegible Signature]

Gaussen GUSTANA

Assistant Mayor

[Illegible Signature]

Kebreau ALCINA

Assistant Mayor

MUNICIPAL GOVERNMENT OF LA VICTOIRE

DEED OF ACKNOWLEDGEMENT

After having completed the necessary formalities, it is certified as: " FONDATION SECOURS POUR LES PAUVRES " (FONSEPP) founded on September 18 headquartered in Pignon, represented by Polius LUCIEN, identified with No.: 005737-070-8, is authorized to operate legally within the territorial limits of the Commune of La Victoire.

In witness whereof, this certificate of acknowledgment is delivered to serve for whatever purpose there is.

Done in La Victoire, on 09-22-2006

[Illegible Signature]

Mrs. Thermidor SONTONAX

Mayor

[Illegible Signature]

Jean François MACKENZIE

Assistant Mayor

[Illegible Signature]

Jean-Baptiste ROOSVELT

Assistant Mayor

Before Mr. Vilnéus DIMANCHE. Public Notary of the Jurisdiction of Grande Rivière du Nord. duly commissioned by the Government of the Republic for the Commune of Ranquitte, there residing and domiciled, identified. patented and imposed respectively to the following numbers: 001-6 70-280-2. A-1609367 and A-0822291. of this current fiscal year undersigned-

HAS APPEARED:

Madam Widow Lecam BENJAMEN owner, residing and domiciled in the village of Pignon, located on Rue du Marché, identified with the following number................... for the current fiscal year. Which has, by these present, given as a " usufructuary lease" for a period of eight whole consecutive years and which begins to run from this date January Thirteen Two Thousand and Seven and will end on the same date January Thirteen Two Thousand Fourteen; the building mentioned below: a house built in cement blocks, built or covered in concrete slabs covering six rooms, fully completed, located on the Grand’Rue of Pinion jurisdiction of Grande-Rivière du Nord, near Rue du Marché.

The said lease is done with the " FONDATION SECOURS POUR LES PAUVRES DE PIGNON", having for acronym (F.O.N.S.E.P.P.) whose representative is Mr. Hudson NELSON, Representative for the constituency of Pinion – La Victoire - Ranquitte, serving the Haitian Government, owner, residing and domiciled in Port-au-Prince, identified with the following number: 003-459-923-0, for this current fiscal year.

The present usufructuary lease, is made for the sum of (95,500.00 Gdes) Ninety-Five Thousand Five Hundred gourdes, national currency of Haiti that the Foundation representative has secured, namely Mr. Hudson Nelson, Honorable Representative for the constituency and delivered to the lessor out of the sight of the undersigned notary; having for clause that the lessee agrees to maintain this house like a good family man and to make all the repairs deemed necessary as well as the lessee will have no right to make any transfer; let’s say that this lease pertains solely to this Foundation during all the years planned.

[Illegible Signature]

Me Vilnéus DIMANCHE

Public Notary

THE STATUTES

NAME - PURPOSE - REGISTERED OFFICE - DURATION - MEMBERS - RESOURCES

Article 1.- It is created by the persons hereinafter designated and those who may adhere to the present statutes, a Foundation called: " FONDATION SECOURS POUR LES PAUVRES" which will be governed by its constitution, the present statutes and the legislation in force .

The said Foundation has an endowment of twenty-five thousand gourdes paid equally by the founding members.

Article 2.- The “FONDATION SECOURS POUR LES PAUVRES » has for its main mission to improve the socio-economic conditions of the population of Pignon.

Article 3.- The Headquarter for the “FONDATION SECOURS POUR LES PAUVRES” is located on the Grand’Rue of Pignon. It may be transferred to any other location of the Municipality of Saint-Louis du Nord by decision of the Board of Directors made in accordance with the statutes. Annexes can be created according to the requirements of its expansion.

MEMBERS

Article 4.- The quality of members of the “FONDATION SECOURS POUR LES PAUVRES” entails, by right, the adhesion to the present statutes and to the constitutive act, the commitment to participate in the achievement of the Organization’s goals. Moreover, in addition to the conditions mentioned below, only a person enjoying his civil and political rights and having never been convicted of a felony can become a member of the “FONDATION SECOURS POUR LES PAUVRES”.

Article 5.- Its duration is unlimited, except the cases of early dissolution provided by law and by the present statutes.

Article 6.- The " FONDATION SECOURS POUR LES PAUVRES" includes four (4) categories of members:

a) The founding members;

b) The qualifying members;

c) Honorary members;

d) The sympathizing members.

Article 7.- The founding members are those who have signed the constitutive act and the statutes of the " FONDATION SECOURS POUR LES PAUVRES".

Article 8.- The qualifying members are those who are approved as such by the Board of Directors.

In addition, to become a qualifying member, the applicant must complete a membership application form countersigned by two members entitled to vote at General Meetings. The members can only be elected to the Board of Directors within one year of their acceptance.

Article 9.- The sympathizing members are those who. are approved as such by the Board of Directors, on the recommendation of two members entitled to vote at General Meetings.

Article 10.- Honorary members are those who are interested in any way in the activities of the “FONDATION SECOURS POUR LES PAUVRES”, and who are approved as such by the Board of Directors.

Honorary membership may also be awarded to any natural or legal person who has rendered services to the “FONDATION SECOURS POUR LES PAUVRES”.

Article 11.- The founding members and the qualifying members pay an annual subscription whose amount and the methods of payment are fixed by the Council of Direction. They participate and have the right to vote oice in the General Assemblies.

Article 12.- Honorary members and sympathizing members do not participate in General Assemblies. They are neither eligible for the Board of Directors. nor subject to the annual mandatory contribution.

On a special invitation from the Board of Directors. they can still participate in certain meetings of the council or the General Assembly where they have only an advisory vote. The Council may also invite. under the same conditions, any other person whose professional competence would be useful for the purpose of the work scheduled on the agenda.

Article 13.- Membership does not confer any right to any remuneration, donations or dividends.

The income, resources and property of the “FONDATION SECOURS POUR LES PAUVRES” may be affected only after the exclusive achievement of objectives pursued. They cannot be diverted from fixed goals nor to serve as members personal benefit.

However. in case the development of the activities of the “FONDATION SECOURS POUR LES PAUVRES” would require their regular and constant availability, or in case they would lend their services for other purposes, they will be able to receive. in return for the services rendered. a fair remuneration approved by the Board of Directors.

Article 14.- Membership can be lost either because of death, or resignation, or by defaulting on membership dues for two consecutive years, or finally, by deletion proposed by the Board of Directors, then confirmed by the General Assembly, as a result of wrongdoing duly recorded.

In the latter case, the member at fault will be automatically suspended from any activity within the “FONDATION SECOURS POUR LES PAUVRES” upon the notification of the proposed cancellation and until the decision of the General Assembly.

In this case, the decision will only be pronounced after prior invitation to the member at fault to provide explanations. The Council's decision, by express agreement, is without appeal and may not give rise to any legal action nor claim on the assets of the “FONDATION SECOURS POUR LES PAUVRES”.

Article 15.- The resources of the “FONDATION SECOURS POUR LES PAUVRES”. will be constituted by all bequests, contributions, money donations, movable or immovable asset, or any interest in these latter, grants or any other item of value it may receive from its members or any other natural or legal person, national, international or foreign.

These resources which must be accepted by the Board of Management cannot be used for other purposes than those of the “FONDATION SECOURS POUR LES PAUVRES”.

ORGANIZATION AND OPERATION

Article 16.- The internal governing and management bodies of the “FONDATION SECOURS POUR LES PAUVRES” are:

- The Board of Directors (C.D.);

- The General Assembly (A.G.).

Article 17.- The assets and affairs of the “FONDATION SECOURS POUR LES PAUVRES” are managed by the Board of Directors, consisting of five (5) members at least and nine members at most. including necessarily a President, a Vice-President. a Secretary, a Treasurer and a Counselor. The members of the Board of Directors are elected by the Annual General Meeting, in the forms and conditions laid down by the present Statutes. The duration of their function is two whole and consecutive years. Their mandate is indefinitely renewable.

Article 18.- The Board of Directors represents the “FONDATION SECOURS POUR LES PAUVRES”, acts on its behalf, takes all measures relating to its objective, as well as all administrative or management decisions. It ensures that the objectives of the “FONDATION SECOURS POUR LES PAUVRES " are achieved in their entirety and in each of their aspects.

It may not acquire nor dispose of immovable property, nor mortgage it without the prior consent of an extraordinary General Assembly specially convened for that purpose.

Its powers are exercised within the limit of the object, as defined in Article 2 and subject to those granted by the General Meeting of which it executes the decisions and resolutions.

Article 19.- The Board of Directors is also vested with the following special powers:

- It allocates funds for the regular operation of the institution;

- It has control over the members and has the right to question their actions;

- It authorizes all purchases, sales and disposals of real estate, or any loans necessary for the operations of the “FONDATION SECOURS POUR LES PAUVRES”.

- approve the amount of any representation fees or expenses reimbursement spent by members of the Foundation;

It draws up the internal regulations of the “FONDATION SECOURS POUR LES PAUVRES”, which must be approved by the General Assembly and carry out any other work assigned by the said Assembly.

Article 20.- The Board of Directors is responsible, under the supervision of the President, for preparing and setting the agenda for the Annual General Assembly. For this purpose, it prepares:

1) a general management report for the preceding year;

2) a fiscal management report;

3) the annual budget for the next fiscal year accompanied by a support plan.

Article 21.- The elected members shall enjoy all the statutory prerogatives attached to their status. They can only be fired or dismissed by a decision of the Extraordinary General Assembly taken by an absolute majority of its present or represented members.

Article 22.- In case of absence or impediment of the President, the Secretary or the Treasurer, they shall be automatically and respectively replaced by the Vice-President, the Deputy Secretary or the Deputy Treasurer. In cases where this approach would not be applicable, any vacancy on the Board of Directors, for any reason whatsoever, shall be filled by the other members of the Board among the eligible members of the “FONDATION SECOURS POUR LES PAUVRES”. The choice made, must be upheld or overturned to the next General Assembly. The term of office of this new member shall end at the normal expiration of the term of the one he replaces.

POWERS AND OBLIGATIONS OF THE MEMBERS OF THE MANAGEMENT BOARD

Article 23.- The members of the Board of Directors perform all their duties related to their functions, as well as those that may be assigned to them by the General Assembly.

Article 24.- The President is the principal representative of the “FONDATION SECOURS POUR LES PAUVRES”. He ensures that it operates in accordance with the defined policies and goals.

- He signs the contracts and conventions ratified by the Board. He supervises and directs all employees of the “FONDATION SECOURS POUR LES PAUVRES” and ensures that they perform their duties accordingly. He is qualified to sue on behalf of the “FONDATION SECOURS POUR LES PAUVRES” as much in a claim as in a defense, he authorizes the expenses up to a ceiling determined by the Board of Directors.

- He may delegate all or part of his powers to the Secretary of the Board of Directors or to the Executive Director of the “FONDATION SECOURS POUR LES PAUVRES”, in accordance with the conditions and procedures defined by the internal regulations.

- The President submits a monthly report on the transactions carried out by the “FONDATION SECOURS POUR LES PAUVRES” .

- During the administrative year and he reports to the Council all matters which, in his opinion, should be brought to his attention.

- For the execution of his duties. he is assisted by the Vice-President who replaces him in case of absence or impediment.

Article 25.- The Secretary oversees the preservation of the archives, minutes and register of the “FONDATION SECOURS POUR LES PAUVRES”. He drafts the minutes of the Board of Directors meetings, and those of the General Assemblies, and transcribes them on the registers kept for that purpose. He receives the minutes of the deliberations of the Executive Directorate, and those of all the temporary or permanent committees or offices of the “FONDATION SECOURS POUR LES PAUVRES”. and provides for their transcript.

He ensures that meetings are convened in due form. If necessary, he is the seal keeper of the “FONDATION SECOURS POUR LES PAUVRES” and is authorized to affix it to all documents that require it. It fulfills all other tasks related to the function of Secretary as well as those defined by the President, the Board of Directors or the General Assembly.

Article 26.- The Treasurer shall ensure that the income and expenditure account is kept in the books of the “FONDATION SECOURS POUR LES PAUVRES”. It controls the deposit of cash or other valuable items in the name and credit of the foundation with the depositories appointed by the Board of Directors.

He ensures that all monies owed to the “FONDATION SECOURS POUR LES PAUVRES” are recovered and deposited into the account of the “FONDATION SECOURS POUR LES PAUVRES”. He processes all payments and keeps a day-to-day accounting of all transactions.

He is responsible for the expenses of the “FONDATION SECOURS POUR LES PAUVRES” authorized by the Board or the President. These expenses must be properly justified. he signs with the President or the Executive Director all the checks and documents relating to commitments, expenses and disbursements. He, as treasurer, reports all transactions to the Annual General Assembly and to the Board of Directors, as well as the financial situation of the “FONDATION SECOURS POUR LES PAUVRES”. In this respect, he prepares a written annual financial report and a budget covering the activities of the coming year.

MEETING AND DECISION OF

THE BOARD OF DIRECTORS

Article 27.- The Board of Directors meetings shall be held at the headquarters of the “FONDATION SECOURS POUR LES PAUVRES”. or at any other place fixed by the CD, as often as the interests of the “FONDATION SECOURS POUR LES PAUVRES” will require it. At least one regular meeting will have to be held each month. Meetings will be convened by any means of communication at the President's discretion or in the absence of the latter by a member of the Board of Directors in agreement with a quarter of the other members: which countersign the meeting notification.

Article 28.- The Board of Directors cannot validly sit without the effective presence of at least half of its members, including the President or the Secretary. Absentee members may not mandate anyone to represent them at meetings of the Board of Directors; each member has one vote. Except as otherwise provided in the Articles of Incorporation, these statutes or the law, any action required or that may be undertaken by the CDF shall be by affirmative vote by an absolute majority of the votes of the members present. In case of a tie, the president has the casting vote.

Article 29.- The Board of Directors can make all the delegations of authority, for a limited period of time, to one or several members, one or more ad hoc committees composed of members. The Board of Directors may also designate and appoint members or committees that will not have these powers.

Article 30.- In case the development of the activities of the “FONDATION SECOURS POUR LES PAUVRES” would require it and following a positive vote of the General Assembly. an Executive Director may be appointed in charge of the day-to-day management of the “FONDATION SECOURS POUR LES PAUVRES” and the allocations will be determined by the internal rules.

Article 31.- The General Assembly shall meet in Ordinary Session once a year, two (2) months at most after the end of the administrative year. on convening of the Board of Directors.

It may be convened in extraordinary session at any time of the year, on the invitation of the said Board or failing that by at least one quarter of the members entitled to vote. In this case, the notice of meeting must be countersigned by them.

PROVISIONS COMMON TO ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

Article 32.- The regularly constituted General Assemblies represent the sovereign will of the “FONDATION SECOURS POUR LES PAUVRES”. They are comprised of founding members and adherent members. In the event of an impediment or absence, the adherent members can be represented by another member of the “FONDATION SECOURS POUR LES PAUVRES” who also has the right to vote and has a mandate. Each member has one vote. In the event of a tie, the President has the casting vote. Honorary members, supporters and the Executive Director may participate, but they do not have the right to vote. Legislative members who are not in good standing with the treasury will not be able to exercise their right to vote.

Article 33.- The meetings of the General Assembly shall be held at the headquarters of the “FONDATION SECOURS POUR LES PAUVRES” or at any other place determined by the CD.

The convocations are done using all means of communication, at least one (1) month prior to the date of the Ordinary General Assembly, and (15) fifteen days, at least before, if it is an Extraordinary meeting. They necessarily include the agenda of. the meeting.

Any member or group of members wishing to have a question put on the agenda must submit it to the Board of Directors who will either retain or reject its registration. If the request is signed by a quarter of the members of the “FONDATION SECOURS POUR LES PAUVRES”, it must be included in the agenda of the meeting.

The agenda is decided by the Board of Directors except in the case of a convening made by one quarter of the members. Matters unrelated to the objectives of the “FONDATION SECOURS POUR LES PAUVRES” may not be the subject of deliberations, of motions , wishes or of resolutions during the General Assembly.

Article 34.- The sessions of the General Assemblies are presided over by the President of the Board of Directors. Or, in case of impediment, by the Vice-President. He is assisted by the Secretary who acts as Secretary of the Assembly. An attendance sheet is kept on which he lists the members present and / or represented. The proceedings of the meetings are also countersigned in the minutes entered in a special register to this effect at the headquarters of the “FONDATION SECOURS POUR LES PAUVRES”. Copies and extracts of these documents are signed by the President and the Secretary.

SPECIFIC PROVISIONS TO ORDINARY GENERAL ASSEMBLIES

Article 35.- The Ordinary General Assembly is constituted with a quorum representing the absolute majority of the members having the right to vote. Decisions and resolutions are taken by an absolute majority of the members present.

In the absence of a quorum, a second convocation will be made. The assembly will then validly deliberate regardless of the number of members present or represented.

Voting is by hand; however, the secret ballot may be requested by any member of the assembly.

Article 36.- The main duties of the Ordinary General Assembly are to analyze and define the general policy of the “FONDATION SECOURS POUR LES PAUVRES”, to maintain its headquarters, to hear and to sanction reports on the general situation, to hear , approve or correct the accounts of the upcoming fiscal year, deliberate on all other issues on the agenda which are not reserved by law, statutes or the Constitutive Act in the area of ​​competence of the Extraordinary General Assembly.

In addition, the General Assembly may appoint a commissioner responsible for auditing the accounts; may also confer onto the Board of Directors all authorizations to carry out the operations within the institution’s purpose.

PROVISIONS SPECIFIC TO EXTRAORDINARY GENERAL ASSEMBLIES

Article 37.- A special session of the General Assembly is convened pursuant to the terms and conditions provided for in the present statutes. It is regularly constituted and can validly deliberate if it consists of two-thirds (2/3) of the voting members. If the quorum is not established during the first meeting, the meeting will be reconvened at a later date and they will be able to take a decision at the next meeting. regardless of the number of members present or represented.

Resolutions are taken by a majority of two-third voices present or represented, except with respect to the sale or any form of disposal of real estate property of the “FONDATION SECOURS POUR LES PAUVRES”, which can only be decided by two-thirds of the voting members.

Article 38.- Only the Extraordinary General Assembly may make changes to the statutes. In this case, only this item will have to be included in the agenda and the proposed changes must necessarily accompany the notice of meeting. In case of ratification, the amendments must, at the Board of Directors' request, be subject to the legal formalities.

It can also pronounce the dissolution of the “FONDATION SECOURS POUR LES PAUVRES” or decide on a merger with any other organization pursuing similar or related objectives.

Lastly, it deliberates on all other items on the agenda that cannot be deferred until the Ordinary General Meeting is held.

Article 39.- On a reasoned proposal of the Board of Directors, the Extraordinary General Assembly may decide to indemnify any current or former member of this Board, if the following conditions are met;

(1) Compensation must be for expenses and costs necessarily incurred by him, in relation to any claim made against him, by legal action or otherwise connected with the fact that he is or has been a member of the Board of Directors

(2) He is not guilty of great negligence, inexorable fault or misconduct in connection with the matter for which compensation is required by the third party.

DISSOLUTION - LIQUIDATION

Article 40.- “FONDATION SECOURS POUR LES PAUVRES” may be dissolved by decision of the Extraordinary General Assembly taken under the quorum terms and majority mentioned above.

Article 41.- In the event of dissolution, the Extraordinary General Assembly shall appoint one or more auditors, members or non-members of the “FONDATION SECOURS POUR LES PAUVRES”, who shall be responsible for securing the liquidation process and thus vested of all necessary powers to do so.

Article 42.- At the time of the liquidation, the assets of the “FONDATION SECOURS POUR LES PAUVRES” nor the revenues will not be distributed nor shared amongst the founders, the directors. or members. After payment of all debts and expenses of the “FONDATION SECOURS POUR LES PAUVRES” the remainder of the assets will be allocated to one or more organizations designated by the Extraordinary General Assembly, provided, however, that these properties are distributed only to organizations with charitable, scientific or educational objectives which are identical or similar to those of the “FONDATION SECOURS POUR LES PAUVRES”, and presenting guarantees of seriousness and durability.

Article 43.- At the time of the liquidation, the assets of the “FONDATION SECOURS POUR LES PAUVRES” nor the revenues will not be distributed nor shared amongst the founders, the directors. or members. After payment of all debts and expenses of the “FONDATION SECOURS POUR LES PAUVRES” the remainder of the assets will be allocated to one or more organizations designated by the Extraordinary General Assembly, provided, however, that these properties are distributed only to organizations with charitable, scientific or educational objectives which are identical or similar to those of the “FONDATION SECOURS POUR LES PAUVRES”, and presenting guarantees of seriousness and durability.

Article 44.- The Administrative Year of the “FONDATION SECOURS POUR LES PAUVRES” begins on the first of January and ends on the thirty-first of December of the same year.

Article 45.- For all that is not provided for in these statutes, the “FONDATION SECOURS POUR LES PAUVRES” refers to the Haitian legislation in force.

The present statutes were adopted by the founders:

Hidson NELSON

Telson JOSEPH

Roseline ROCK

Willise D. NELSON

Jean Pierre ISIDORE

Paulius LUCIEN

Jean Napoléon MOMPOINT

Jean JOCELYN

Jeanvil SAINTIL

Jean Baptiste DUNOIS

Made in Pignon, Northern Haiti, September 15, 2006.

MINUTES

The year two thousand and six (2006), and on the 18th of September.

WE, founding members of the “FONDATION SECOURS POUR LES PAUVRES DE PIGNON" have decided to create a Foundation called: “FONDATION SECOURS POUR LES PAUVRES DE PIGNON” and having the acronym "FONSEPP".

The goal of the Fondation Secours pour les Pauvres de Pignon is to improve the socio-economic conditions of the population of Pignon.

The members present at this Assembly have elected a Board of Directors with the mission to properly manage the foundation and according to the statutes.

The board of Directors is composed of the following individuals:

Last Name, First Name Position Signature

NELSON Hidson President

LUCIEN Paulius Vice-President

MOMPOINT Jean Napoléon Secretary

NELSON D. WIllise Treasurer

Jean JOCELYN Consultant

Done in Pignon, Haiti on September 18, 2006.

CONSTITUTIVE ACT

WE, the undersigned, founding members of the “FONDATION SECOURS POUR LES PAUVRES DE PIGNON” gathered in Pignon, Northern Department of Haiti, on September 18, 2006 to create a Foundation and in fact founded the Foundation with the objectives of improving the socio-economic conditions of the population of Pignon, Ranquitte and Victoire located in the Northern Department of Haiti.

Done in Pignon, Haiti, on September 18, 2006.

LAST NAME FIRST NAME NIF SIGNATURE

NELSON Hidson 003-459-923-0

LUCIEN Paulius 005-737-070-8

MOMPOINT Jean Napoleon 003-408-637-0

NELSON D. Willise 004-125-478-0

Jean JOCELYN 001-751-154-7