1. The name of the organization shall be Houston Area Gusii Association, hereinafter referred to as “Organization”.
2. The Organization shall be a non-profit entity.
3. The Organization is registered in the State of Texas and the Principal office of the Organization shall be in the City of Houston, in the County of Harris, the state of Texas.
4. The Organization may also have offices at such other places within or without this city as the board may from time to time determine or the business of the organization may so require.

Vision Statement

Proactively shaping our future by providing a social and financial benevolence fund for all qualified members.

Mission statement

The mission for HAGA is to proactively assist our members in times of need due to the untimely loss of a qualifying immediate family member.

PURPOSE

The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as an exempt organization under section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, 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 purpose clause hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding, any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon 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, or the corresponding section of any future federal tax code, or shall be distributed to the federal government or state or local government for 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 purpose or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.

A.) The sudden loss benevolence program will limit time consuming fund raisers and provide a shield against difficult times whenever untimely losses of qualified beneficiaries occur.

B.) To create a safety net where each qualifying member shall have a predetermined access to agreed financial contributions from HAGA’s members.

A.) members have the right of freedom and expression, which includes.

1. The right to vote and the right to be heard
2. The rights referred above does not extend to
   1. propaganda, gossip for revolt
   2. incitement to violence or
   3. advocacy of hatred
   4. defamation of others or incitement to cause harm or
   5. subject to any other rule in this constitution that may have a limitation on them
3. Every HAGA member has the right of access to
   1. information held by the office bearers and shall remain confidential
   2. any information that is held by another member and is required to face any bills in discussion.
4. Every person has the right to demand the correction or omission of untrue or misleading information that affects that person and other members of HAGA
5. Every member has a right to be answered
6. Every HAGA member is equal before the law and has the right to equal protection, equal treatment and equal benefits.
7. No one shall have any other privileges and or immunities other than what is specified in this constitution.
8. Selfish interest in the form of using HAGA to market an agenda that benefit exclusively a particular person or group, without any gain to HAGA shall not be entertained

Section 1. Membership is restricted to all Gusii’s who reside in Houston or HAS TIES to Houston, share and support HAGA's vision and mission, and abide by its constitution.

Section 2. A member must be at least eighteen 18 years old,

Section 3. There shall be a one-time $35 registration fee and a one-time $200.00 emergency kit fee given during the registration window. Both fees are non-refundable.

Section 4. A paid-up member shall have a right to vote, and be entitled to among other full benefits as outlined in the benefits section, access to the organization’s membership directory, minutes of the organization’s meetings, and the financial report, upon reasonable notice and request.

Section 5. No Member shall be entitled to any benefits till they have been a member and paid all their fees for a period of three months.

Section 6. New Members will be voted in after their names have been approved by the majority of the Board Members.

Section 7. A new member is required to read the constitution carefully and ask questions or any other matter pertaining to the constitution and code of conduct and sign a memorandum of the organization.

1. We have tiered payouts determined by the number of membership for the financial year and therefore, amounts may vary per year.
2. There will be one payment per occurrence to a family, irrespective of how many family members are qualifying HAGA members. At the time of registration, a family with multiple members will be required to designate the recipient of benevolence funds.

   Contributions will be as follows:

   1. HAGA’s members will contribute a sum total of $10,000.00 to a qualifying bereaved member for the loss of a parent or sibling. Every member will contribute $45.00 towards the tragedy within 7 days after notification from the HAGA Committee.
   2. Members will contribute $12,500 to the designated next of kin should the loss be that of a HAGA member. Similar amount will be contributed to a qualifying bereaved member for the loss of a child or spouse. In this case, every member will contribute $57.00 towards the tragedy within 7 days after notification from the HAGA Committee.
   • All members who do not submit their payments within 21 days after the notification will become delinquent on the 22nd day. Any member skipping the contribution will automatically lose their membership and will be required to undergo a 90 day probation period to reinstate their membership. (Subject to new membership fees and verification)
   • Payments can be made directly to the Official HAGA Non Profit account.
   • Bank Deposits BOA Acct # 4880 7212 5108
   • Zelle using email to haga254k@gmail.com

1.) To assist any qualifying member, the listed dependents must be part of the immediate family. These nuclear family members will be composed of:

a.) spouse, children, brothers, sisters and parents

2.) The definition of immediate family members does not include:

a.) Step father, step mother, step brother, step sister AKA half-brother/Sister

b.) Your brother’s and sister’s children

c.) Your In -Laws

d.) Your brother’s wife and sister’s husbands or their in laws

3.) In order to comply with the laws of the state, each family must be composed of one husband and one wife. We will not honor any gay or lesbian marriages within HAGA and their dependents.

4.) All members will be required to submit all the names of the beneficiaries who meet the laid down criteria.

5.) Members will designate the next of kin during registration who will receive benevolence funds in case of their death

6.) Multiple family members will be required to designate one member during registration that will be the recipient of the benevolence funds

7.) Any member who will be found falsifying any claim by submitting names that do not meet the criteria of the nuclear family will immediately lose the membership upon discovery.

Section 1. There shall be an unelected Interim Board constituted by the Founders of HAGA, but that shall be governed by this Constitution and by any other by-laws that may be enacted by the Interim Board, which must conform with this Constitution to the extent practicable, and the laws of the state of Texas.

Section 2. The Interim Board shall only exist to enable the initial registration, management, and mobilization of activities geared towards the successful launching of HAGA, laying of necessary structures, and planning and management of subsequent initial electioneering of substantive office bearers in conformity with Article VI below.

Section 3. The Interim Board shall serve a one term not exceeding two (2) years from the date of adoption of this Constitution.

Section 4. Any member of the Interim Board shall be disqualified to run for any elective office as provided for in this Constitution.

Section 1. The Board Members will consist of the President, Vice President, Secretary, Organizing Secretary, Treasurer, and Two Special Members, who shall meet at least once every three months. For purposes of calendaring, dates shall be computed from the day of the general elections.

Section 2. The general membership shall elect all other members of the Board Members, during the general elections.

Section 3. The term of office for a member of the Board Members, shall be two years and election of an Executive Board Member shall be as provided for in Article VI, Section 5 of the Constitution.

Section 4. The term of office for an elected member of the Board shall be two-year term, and can be re-elected for another term, provided that no member of the Board shall serve more than six (4) years consecutively in the same office.

Section 5. The newly elected members of the Board shall assume office within ninety (90) days from the election date. The outgoing members of the Board may stay in office during that ninety (90) day period, but shall not extend beyond the ninety (90) days.

Section 6. The President shall be the official spokesperson of HAGA, but may delegate those functions as he/she may deem necessary.

Section 1. The Advisory Council shall consist of HAGA Founder members as per attached Schedule A and HAGA President

Section 2. The Advisory Council shall be the Supreme Organ of the organization, and shall act as the arbitrator of conflicts between HAGA Organization or leadership and any other issue referred by the board.

Section 3. The Advisory Council shall also be tasked with assisting with overall guidance of HAGA towards achieving the mission and vision of HAGA.

Section 4. The Advisory Council shall be led by a Chairperson, elected from among members of the Council, and shall conduct at least two meetings in a calendar year, but may conduct other meetings from time to time as it may be necessary.

Section 5. The Advisory Council may overturn decisions of the Board by a simple majority vote of the Council.

Section 6. A member of the Advisory Council shall not vote on matters that he or she is the subject of discussion.

Section 7. The ARTICLE regarding ADVISORY COUNCIL will be effected after the first general election.

Section 1. An Officer must be current in their Membership Fee Payments.

Section 2. To be an Officer, one must be at least eighteen 18 years of age.

Section 3. Elections shall be held every two (2) calendar years. For purposes of determining the election date, a calendar year shall be computed from the date of the first election.

Section 4. Elections shall be conducted electronically or by secret ballot where electronic means are not available.

Section 5. To be elected to office, a candidate must win an election by a simple majority of fifty percent (50%) plus one (1) or more of the votes cast. If none of the candidates attain this majority, a run-off election of the top two candidates who received the highest number of votes for that office shall be conducted. The winner of the run-off election shall be determined by a simple majority vote.

Section 7. There shall be no proxy voting.

Section 8. The President shall appoint an Electoral Committee of five (5) non-official members to oversee the elections. The appointees shall be approved by a majority vote of the Board.

Section 9. An officer shall not hold elective office of more than one organization of similar objectives or kind

Section 10. An officer shall not be eligible to run for a third consecutive term for the same office, but shall be eligible to vie for any other position within HAGA. The officer may vie for the same office he/she has held after a one term intermission and is eligible to vie for and hold the same office for another two consecutive terms.

1. The President:

(a) Shall attend and chair all Board meetings, as well as preside over general membership meetings

(b) Shall provide leadership to the organization, shall be the chief director of the Board, and executive officer of the Organization in overseeing all committees and Organizational activities

(c) Shall be an ex-officio member of the Organization’s special and standing committees

(d) Shall appoint committees and chairpersons, with a majority approval of the Board

(e) Shall be the spokesperson of the Organization on all legal and official communications

(f) Shall appoint an Electoral Committee, with a majority approval of the Board 11

(g) Shall be chief custodian of all tangible assets of the Organization

(h) Term of office for the President shall be two (2) years and in conformity with Article VI above.

2. The Vice President:

(a) Shall be the assistant to the President and serve as chair as needed

(b) Shall assume the duties of the President in the President’s absence

(c) Shall attend all Committee Meetings

(d) Shall report the results of the committee meetings at the Board Council meetings.

(e) Term of office for the Vice-President shall be two (2) years and in conformity with Article VI above.

3. The Secretary:

(a) Shall act as the secretary of the organization and the Board member and give advance notice of all meetings

(b) Shall keep records of minutes of all meetings

(c) Shall submit to the members the minutes of the last meeting at least seven (7) days before the next meeting

(d) Shall keep copies of all documents of the organization

(e) Term of office for the Secretary shall be two (2) years and in conformity with Article VI above.

4. Organizing Secretary:

(a) Shall coordinate membership drives

(b) Shall coordinate social events and venues

(c) Shall act as a liaison for the organization

(d) Shall attend all Committee Meetings

(e) Shall organize and coordinate special meetings as members may deem necessary

(f) Term of office for the Organizing Secretary shall be two (2) years and in conformity with Article VI above.

5. The Treasurer:

(a) Shall receive all payments of the organization and deposit them into the organization’s bank account(s)

(b) Shall keep a record of the funds of the organization

(c) Shall make authorized disbursement on requisitions approved by the Secretary and the President who are co-signatories to the Organization’s accounts

(d) Shall prepare and distribute quarterly financial reports to the general membership

(e) Shall chair and coordinate fundraising efforts

(f) Term of office for the Treasurer shall be two (2) years and in conformity with Article VI above. 10

6. Special Delegates:

(a) Shall comprise of two (2) members from the general membership and elected during the Annual General Meeting

(b) Shall assist the elected officers when and where necessary in accomplishing HAGA’S mission

(c) Shall attend and participate in Board meetings

(d) Shall vote on Board resolutions

(e) Term of office for the Special Delegates shall be two (2) years and in conformity with Article VI above.

Section 1. There shall be public notice via e-mail, or through reasonably available means, to all members at least one (1) month in advance.

Section 2. There shall be a meeting at least once a year, at a venue to be announced by the Secretary.

Section 3. A simple majority vote of a quorum shall be required in order to make any major financial decision.

Section 4. The Secretary shall keep minutes of all general meetings.

Section 5. The Treasurer shall prepare a written quarterly financial report and distribute electronically, or through any available means, to all members of the organization.

Section 6. Any aggrieved member may call an extraordinary general meeting to be attended by the Board Members or a representative of the Board. A twenty-one (21) day recorded notice of the intended meeting must be given to any member of the Board. The aggrieved member must collect signatures of two-thirds of the paid-up membership and submit them to the Board prior to convening the meeting.

Section 6. Quorum to the extraordinary meeting must constitute two thirds (2/3) of the membership.

Section 7. No other matter outside the issue(s) raised by the aggrieved member shall be discussed at the extraordinary meeting.

Section 8. Resolution(s) passed by two-thirds (2/3) majority vote during the extraordinary meeting is/are valid and binding.

ARTICLE IX

IMPEACHMENT/REMOVAL AND REPLACEMENT OF OFFICER AND MEMBERS

Section 1. All elected officers and members may be subject to removal by a two-thirds majority vote of all paid up members.

Section 2. Grounds for removal include but are not limited to, lack of ordinary care in discharge of duties, and misconduct that is damaging to the organization and the society at large.

Section 3. Vacancies of any officer(s) shall be filled in the following manner:

(a) Vacancy in the Office of the President shall be filled by the Vice-President in acting capacity until elections are held.

(b) For the vacancy of any other officer, other than that of the President, the Board Members shall nominate any member of the Board, to work in an acting capacity, until elections are held.

(c) Elections to fill vacant positions shall be held either within two months of vacancy, or within a reasonable time decided by the Board.

(d) For clause (c) above during the interim period the Board shall fill the vacancy after a majority vote of the Board.

Section 4. In the event that a majority of the Board Members resigns, any member of the organization may call for an extraordinary meeting to fill the vacant positions.

Section 5. Resignation of any officer must be submitted in writing to the President, and in case of Presidential resignation, to all members of the Board.

ARTICLE X

Section 1. The Board shall appoint the Standing Committees of this organization as necessary.

Section 2. The Standing Committees shall be governed by this Constitution, and by any other by-laws that may be enacted by the Board, but which must conform with this Constitution and the laws of the state of Texas.

ARTICLE XI

RESPONSIBILITIES & LIABILITIES

Section 1. This organization limits its liabilities to only those activities that have been approved by the Board or Annual General Meeting resolutions, and are legal under the laws of the state of Texas.

Section 2. No officer or member shall have the right to incur any debt or become involved in any business under the title or by implying the title of HAGA in any way unless given full authority to do so by the Board, or by a resolution at the Annual General Meeting.

ARTICLE XII

AMENDMENTS TO THE CONSTITUTION

Section 1. Any amendment change to this constitution shall require a two-thirds (2/3) majority vote at the annual general or extra-ordinary meeting.

Section 2. A written petition circulated to all members at least fourteen (14) days before the meeting must propose any amendment to the constitution.

SCHEDULE A:

HAGA FOUNDING MEMBERS

9/29/2017

1. Kevin Ratemo

9/29/2017

2. Caroline Omori-Nyakundi

9/29/2017

3. Timothy Momanyi

9/29/2017

4. Jared Onguso

9/29/2017

5. Stella Mokua

9/29/2017

6 Dennis Momanyi

9/29/2017

7 Melyn Ogeto-Omwega