Bylaws

Chicago, Illinois 06/10/2010

OFFICE, REGISTERED AGENT AND NAME

            Section 1. Principal Office. The principal office of the Charity organization Serbs for Serbs shall be in the State of Illinois.

            Section 2. Registered Office and Agent. The Corporation shall have and continuously maintain a registered office and a registered agent in the State of Illinois, as required by the State of Illinois Nonprofit Corporation Act. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.

            Section 3. The name. The name of this organization is “Charity organization Serbs for Serbs” (SFS). The slogan of the organization is “Children are our future” (CAOF) will be used in promotion of this organization.

PURPOSES

            Section 1. The purposes for which the Corporation is to affect on consciousness of Americans, Serbs and their friends through planned projects, social and humanitarian activities in order to develop and foster better society for future generations and provide aid for underprivileged families in need for help.

MEMBERSHIP

            Section 1.   The Corporation  have three groups of members.

A) Regular members.  Regular members shell be individuals who annually donate certain amount, as regulated annually by the Board of the Directors and who concurs with aims and purposes of the Corporation.

B) Honorary members.  Honorary members of the Corporation are those persons elected by the board of the Directors. Honorary members of the Corporation may also be persons who are not Serbians, but who are proven friends of Serbian people. Honorary members do not have right to vote or participate in meetings.

C) Friends.  Persons who are interested in the Corporation and/or who support the organization and its activities will be known as friends. Friends do not have right to vote or participate in meetings.

BOARD OF DIRECTORS

            Section 1. Powers. There shall be a Board of Directors of the Corporation, which shall supervise and control the business, property, and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.

            Section 2. Number and Qualifications. The members of the initial Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Corporation shall be composed of no less than 3 and no more than 15 individuals. The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director.

            Section 3. Election and Term of Office. The members of the Board of Directors shall be elected by the directors at the annual meeting of the Board of Directors. Members of the Board of Directors shall serve for a term of three years.

            Section 4. Resignation. Any director may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Corporation.

            Section 5. Removal. Any director may be removed from such office, with or without cause, by a majority of two-thirds vote of the directors at any regular or special meeting of the Board called expressly for that purpose.

            Section 6. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.

            Section 7. Regular Meetings. A regular annual meeting of the Board of Directors of the Corporation shall be held each year, at such time, day and place as shall be designated by the Board of Directors.

            Section 8. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the Chair or by a majority of the voting directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.

            Section 9. Notice. Notice of the time, day, and place of any meeting of the Board of Directors shall be given at least 60days previous to the meeting and in the manner set forth in Section 2 of Article VII. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.

            Section 10. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

            Section 11. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.

            Section 12. Unanimous Written Consent In Lieu of a Meeting. The Board may take action without a meeting if written consent to the action is signed by all of the directors.

            Section 13. Telephone Meeting. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.

            Section 14. Conflicts of Interest. No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family, or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.

THE INCOME AND RESOURCES

Section 1. The Income, resources and means of the Corporation are attained from the following: Contributions, donations and income achieved from activities, income from real or personal property of the Corporation and from legacies made to the Corporation by its members and friends.

OFFICERS

            Section 1. Officers. The officers of the Corporation shall minimally consist of a Chair, a Secretary, and a Treasurer. The Corporation shall have such other assistant officers as the Board of Directors may deem necessary and such officers shall have the authority prescribed by the Board. One person shall not hold two offices with the exception of Secretary-Treasurer, which may be filled by the same person.

            Section 2. Election of Officers. The officers of the Corporation shall be elected by the directors at the annual meeting of the Board of Directors.

            Section 3. Term of Office. The officers of the Corporation shall be installed at the annual meeting at which they are elected and shall hold office for three years until the next annual meeting or until their respective successors shall have been duly elected.

            Section 4. Resignation. Any officer may resign at any time by giving written notice to the Chair of the Board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.

            Section 5. Removal. Any officer may be removed from such office, with or without cause, by a majority of two-thirds vote of the directors at any regular or special meeting of the Board called expressly for that purpose.

            Section 6. Vacancies. A vacancy in any office shall be filled by the Board of Directors for the unexpired term.

            Section 7. Chair. The Chair shall give active direction and exercise oversight pertaining to all affairs of the Corporation. He or she may sign contracts or other instruments, which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of Chair as may be prescribed by the Board of Directors.

            Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws, ensure staff members keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.

            Section 9. Treasurer. The Treasurer shall be responsible for and oversee all matters of the Corporation. The Treasurer shall ensure staff members properly receive and give receipts for moneys due and payable to the Corporation and deposit all such moneys in the name of the Corporation in appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.

            Section 10. Bonding. If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond approved by the Board of Directors.

COMMITTEES

            Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees shall have and exercise the authority of the Board of Directors in the governance of the Corporation. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation.

            Section 2. Executive Committee. Between meetings of the Board of Directors, on-going oversight of the affairs of the Corporation may be conducted by an Executive Committee, the membership of which shall be as set forth in a resolution of the Board.

            Section 3. Other Committees and Task Forces. The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.

            Section 4. Term of Office. Each member of a committee shall serve for one year until the next annual meeting of the Board of Directors and until a successor is appointed, unless the commit-tee is sooner dissolved.

            Section 5. Vacancies. Vacancies in the membership of committees may be filled by the Chair of the Board.

            Section 6. Rules. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.

INDEMNIFICATION

            Unless otherwise prohibited by law, the Corporation may indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.

            Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee.

The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.

            The Board of Directors may also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.

AMENDMENTS TO BYLAWS

            These Bylaws may be amended or new Bylaws adopted upon the affirmative vote of a majority of two-thirds of a quorum of the Board of Directors at any regular or special meeting of the Board. The notice of the meeting shall set forth a summary of the proposed amendments.