Article I: Name, Offices and Purposes

1.1 Name: The name of the corporation is “Eritrean Development Foundation, Inc.” (the “Corporation”). The corporation shall also be known by its acronym: “EDF”.

1.2 Offices. The Corporation’s principal office shall be located in Washington, DC, or at such other place, within or without the State of New York, as the Board of Directors may from time to time determine. The Corporation may have such other offices, within or without the State of New York, as the Board of Directors may from time to time determine.

1.3 Purposes. The purpose of the Corporation is as follows: to raise funds in cash or in kind, in order to alleviate the suffering of the Eritrean people of Africa, by providing foodstuffs, clothing, shelter, medical aid, and any other charitable assistance needed by the Eritrean people, whether the same be in cash or in kind. The Corporation shall have the power to conduct its activities in any or all states, districts, territories and possessions of the United States of America and in foreign countries.

Article II. Board of Directors

2.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors of the Corporation (the “Board”)

2.2 Number. The number of the Board of Directors shall not be less than five (5), otherwise, the number of members shall not be fixed but shall consist of such number of directors as shall from time to time have been duly elected/appointed as directors.

2.3 Term. Except when elected or appointed to fill the un-expired portion of a vacant term, members of the Board shall serve terms of two years. A member may serve three consecutive two-year terms. On the completion of three consecutive two-year terms, a director shall be ineligible for re-election to the Board for a period of two years. Terms of service of members of the Board shall be staggered in such a manner to insure continuity on the Board.

2.4 Chair of the Board. The Chair of the Board shall be elected annually by the Board, shall preside at all meetings of the Board and the Executive Committee of the Board, and shall perform such other duties as are necessarily incident to the office of the Chair and as may be vested in the Chair from time to time by the Board.

2.5 Vice Chair of the Board. The Vice Chair of the Board shall be elected annually by the Board and shall perform the duties of the Chair at the behest of or in the event of the absence, illness or death of the Chair and such other duties as may be vested in the Vice Chair from time to time by the Board. The Vice Chair shall serve on the Executive Committee.

2.6 Secretary. The Secretary of the Board shall be elected annually by the Board and shall perform the duties of taking and writing up the minutes of the meetings.

2.7 Treasurer. The Treasurer of the Board shall be elected annually by the Board and shall be responsible for the oversight of the corporation’s finances, and shall make regular reports to the Board on the financial state of the Corporation.

2.8 Ex-Officio Members. The Executive Director of the Corporation shall at all times serve ex officio as a voting member of the Board and of any committees thereof to which they are appointed.

2.9 Vacancies. Vacancies occurring on the Board due to death, resignation, removal or other causes shall be filled by a majority vote of the remaining members of the Board. Members of the Board shall be nominated and elected by the Board. Any member of the Board may be removed by a majority vote of the remaining members of the Board.

Article III. Board Committees

3.1 Committees. The Board shall have an Executive Committee and such other committees as the Board may from time to time establish by resolution. Each such committee shall have and exercise the powers and authority of the Board to the extent set forth in these By-laws or in the resolution of the Board establishing such committees.

3.2 Executive Committee. The Executive Committee shall, between meetings of the whole Board, have to exercise all the powers and authority of the Board, except that the Executive Committee shall not approve or take any action required by law or by resolution of the Board to be approved or taken by the whole Board. The Executive Committee shall have full responsibility for corporate personnel matters and shall have the power and authority to call special meetings of the Board and from time to time to designate from among its members subcommittees which shall have responsibility for designated projects. The Executive Committee shall provide ongoing advice, leadership, and assistance to the Corporation and its officers and staff.

3.3 Advisory or Ad Hoc Members of Committees. Persons who are not members of the Board may, at the invitation of the Board or a committee thereof, participate in the activities of the Board or such committee as an advisory or ad hoc non-voting member.

Article IV Board and Committee Meetings

4.1 Board Meetings. The Board shall have four regular annual meetings.

4.2 Committee Meetings. The Executive Committee of the Board shall hold its meetings between and before regular Board meetings.

4.3 Quorum, manner of Acting, voting. At any meeting of the Board or of any committee thereof, the presence of a majority of the members thereof entitled to vote shall constitute a quorum for the transaction of the business, and the act of a majority of such quorum shall be the act of the Board or the particular committee. Each director is entitled to one vote which shall be cast in person.

Article V Chapters

5.1 Policy on Chapters. The Corporation shall establish Chapters (“Chapters”) in various cities of the US.

5.2 Chapter Formation. Any group or unincorporated association of members which supports the goals and purposes of the Corporation and agrees to abide by these By-laws may submit application to the Corporation to form a chapter. Such application is to be approved by the Board of the Corporation.

5.3 Chapter Requirements. Each Chapter shall in all its activities be required to follow the guidelines and rules set forth by the Corporation. An annual report detailing activities shall be required of all Chapters.

5.4 Chapter Dissolution. The Board shall have the power to suspend or revoke Chapter status of any chapter of the Corporation at a meeting which will be open to the officers of said Chapter.

Article VI Officers and Staff

6.1 Executive Director. The Executive Director of the Corporation shall be appointed by the Board and shall be the Chief Executive Officer of the Corporation. The Executive Director shall carry out the guidelines established by the Board and shall be responsible for the day to day management and operations of the Corporation. The Executive Director shall serve ex officio as a voting member of the Board, the Executive Committee and any other committee of the Board as may be established by the Board.

6.2 Staff. The Corporation may establish and fill staff positions, as the Board may from time to time deem necessary or appropriate to the conduct of the affairs of the Corporation.

Article VII Miscellaneous

7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year unless otherwise determined by resolution of the Board.

7.2 Conflicts of Interest. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Organization.

7.3 Dissolution. The Corporation may be dissolved by vote of the Board at a meeting called by the Board for such a purpose. All assets and property of this Corporation, personal and real, which shall remain after provision for the payment of its debts and obligations has been made, may be converted into cash and such cash, as well as property not so converted, shall be conveyed and distributed to a humanitarian organization working in Eritrea.

7.4 Amendments. These By-laws may be altered, amended or repealed in whole or in part by the vote of two-thirds of all members of the Board.