Bylaw - INSURMOUNTABLE WOMEN WORLDWIDE EMPOWERMENT ORGANIZATION

Our Law

ARTICLE
Annual Meeting

A meeting of the Corporate Directors will be held annually for the purpose of electing directors (the “Directors”) of the Corporation and for the purpose of doing other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State of Texas, the annual meeting will be held on the next succeeding business day or on a date determined by the board of directors for the Corporation (the “Board”) that is no later than two weeks after the date specified in the meeting notice.

Special Meetings

Unless otherwise prescribed by statute, special meetings of the Corporate Directors may only be called for any purpose or purposes in the following ways:

1. By a majority of the Board; or
  1. By the president of the Corporation (the “President”); or
2. By the holders of shares entitled to cast in total not less than 10 percent of the votes on any issue proposed for the meeting where written requests describing the purpose or purposes for the special meeting are signed, dated and delivered to a member of the Board or other Officer of the Corporation.

The Board will determine the time, place and date of any special meeting, which, unless the special meeting is called by a majority of the Board, will be held not more than 10 days after the written request to call the special meeting is delivered to the Board. Special meetings will be limited to discussing and voting on the items identified in the meeting notice.

Place of Meeting

The annual meetings or special meetings of the Corporate Directors may be held at any place in or out of America at a place to be determined at the discretion of the Board. If no designation of the location is made for any annual or special meeting of the Corporate Directors, the place of the meeting will be the Registered Office of the Corporation. The Corporation must hold its annual meeting within the earlier of: a) six months after the end of the Corporation’s fiscal year or; b) fifteen months after its last annual meeting. If an annual meeting is not held within that time period, a Corporate Director may direct a request in writing to the Chairman of the Board of the Corporation to hold the annual meeting. If a notice of meeting is not given within 60 days of that request then any Corporate Director entitled to vote at an annual meeting may apply to any court having jurisdiction for an order directing that the meeting be held and fixing the time and place of the meeting.

Notice of Meetings

The written notice of any meeting will be given 10 to 60 days before the date of the meeting to each Corporate Director entitled to vote at that meeting. The written notice of the meeting will state the place, date and hour of the meeting, the means of remote communications, if any, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

If mailed, notice is given when the notice is deposited in the United States mail, postage prepaid, and directed to the Corporate Director at the address of the Corporate Director as it appears on the records of the Corporation. An affidavit of the secretary (the “Secretary”) of the Corporation that the notice has been given will, in the absence of fraud, be prima facie evidence of the facts stated in the notice.

A written waiver, signed by the person entitled to a notice of meeting, or a waiver by electronic transmission by the person entitled to that notice, whether before or after the time stated in the notice, will be deemed equivalent to the person receiving the notice. Further, attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Consent of Corporate Directors in Lieu of Meeting

Any action to be taken at any annual or special meeting of Corporate Directors, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the matter were present and voted is delivered to the Corporation. Every written consent will bear the date of signature of each Corporate Director who signs the consent. However, no written consent will be effective unless the consent is delivered, either by hand or by certified or registered mail, within 90 days of the earliest dated consent, to the Registered Office, registered agent, Principal Place of Business, transfer agent, registrar, exchange agent or an Officer or agent of the corporation having custody of the books in which proceedings of meetings of Corporate Directors are recorded.

Remote Communication Meetings and Different Chapters Outside America

Where permitted under the statutes and regulations of the State of Texas, and in the sole and reasonable discretion of the Board of Directors a meeting of Corporate Directors of the Corporation may be held at a specific location or may be held by any means of remote communication. Where a meeting will employ remote communication, one or more Corporate Directors may participate by means of remote communication or the meeting may be held solely by means of remote communication at the sole discretion of the Board of Directors. Where any remote communication is used in a Corporate Director meeting, all persons authorized to vote or take other action at the meeting must be able to hear each other during the meeting and each person will have a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting. All votes or other actions taken at the meeting by means of electronic transmission must be maintained as a matter of record by the Corporation.

GOALS AND OBJECTIVES

1. To Enlighten and sensitize the silent majority of uneducated Women Worldwide.

2. To Participate in issues relating to impact of population on environment, HIV, AIDS, Malaria, and Women Empowerment.

3. To Create a synergy and collaboration between Women in Diaspora and those at home,

4. To Implement Programs in Women Skill Acquisitions.

5. To Create Programs on Women rights and equality, health and Human Rights of Women.

6. To Create Programs for Elimination and Prevention against Women Violence.

7. To Implement Programs against Women Trafficking.

8. To Implement Programs on Education and training of Women.

HOW THE GOALS AND OBJECTIVES WILL BE CARRIED OUT

Each Chapter of Insurmountable Women of a specific Geographical area has a Vice President (VP). The VP will then select other group of women of Like Minds and implement the same rules and regulations-bylaws that the head quarter has implemented.

Yearly Targeted Projects will be discussed during the annual meetings, utilizing those experienced or Professionals in the area with Goals and Objectives of the Insurmountable Women in Mind. Further, selected individuals will be in serviced on the areas selected.

A meeting of the Chapter Vice Presidents will be held annually for the purpose of electing directors (the “Directors”) of the Corporation and for the purpose of doing other business as may come before the meeting.

If the day fixed for the annual meeting is a legal holiday, the annual meeting/conference will be held on the next succeeding business day or on a date determined by the board of directors for the Corporation (the “Board”) that is no later than two weeks after the date specified in the meeting notice.

Remote communication means any electronic communication including conference telephone, video conference, the Internet, or any other method currently available or developed in the future by which Directors not present in the same physical location may simultaneously communicate with each other especially for different Chapters outside USA. A meeting of the Board may be held by any means of remote communication by which all persons authorized to vote or take other action at the meeting can hear each other during the meeting and each person has a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting.

STRUCTURE AND THE DECISION MAKING PROCESS OF SAOLM-IW

A minimum of 75 percent of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum entitled to take action at a meeting of Corporate Directors.

In all matters other than the election of Directors, any act of the Corporate Directors must be passed by an affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

Directors will be elected by a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors.

Where a separate vote by a class or series or classes or series of shares (“Eligible Shares”) is required, 75 percent of the outstanding Eligible Shares present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter. Any act to be taken must be passed by an affirmative vote of the majority of the outstanding Eligible Shares present in person or represented by proxy.

Corporate Directors Voting Rights and Proxies Membership Dues

Subject to the Articles of Incorporation, each Corporate Director will be entitled to one vote for each share of stock held by that Corporate Director AND the yearly membership Dues of $50.00 (Fifty Dollars).

Each Corporate Director entitled to vote at a meeting of Corporate Directors or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for that Corporate Director by proxy, but no proxy will be valid after 11 months from the date of its execution unless the proxy provides for a longer period.

Execution of a proxy may be accomplished by the Corporate Director or by the authorized Officer, Director, employee or agent of the Corporate Director, signing the writing or causing that person’s signature to be affixed to the writing by any reasonable means including, but not limited to, by facsimile signature.

A duly executed proxy will be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the shares or an interest in the Corporation generally.

OFFICERS

Appointment of Officers

The Officers of each Geographical area Chapter (individually the “Officer” and collectively the “Officers”) will consist of the Vice President, a treasurer (the “Treasurer”) and the Secretary, PRO, Financial Secretary, etc.

The Officers will be appointed by the Board at the first meeting of the Directors or as soon after the first meeting of the Directors as possible, if Officers have not already been appointed. Any appointee may hold one or more offices.

Term of Office

Each VP Officer will hold office until a successor is duly appointed and qualified or until the Officer’s death or until the Officer resigns or is removed by the President. Every other officer will hold office for a period of two years.

Removal

Any Officer or agent appointed by the Board or by the Incorporators may be removed by the President at any time with or without cause, provided, however, any contractual rights of that person, if any, will not be prejudiced by the removal.

Vacancies

The Board may fill a vacancy in any office because of death, resignation, removal, disqualification, or otherwise.

HOW DOES SAOLM-IW INTEND TO CONTRIBUTE TO THE WORK OF ECOSOC AND/OR ITS SUBSIDIARY BODIES?

THROUGH EDUCATING AND TRAINING WOMEN ON ISSUES RELATING BUT NOT LIMITED TO HUMAN RIGHTS, ELIMINATION AND ERADICATION OF POVERTY, WOMEN AND THE ENVIROMENT, WHICH ARE IMPORTANT ACCEPTS OF ECOSOC.

EXAMPLES OF PLANNED ACTIVITES AND PROJECTS

PROGRAMS ON ELIMINATION OF BREAST IRONING IN CAMEROON

PROGRAMS ON ELIMINATION OF WOMEN MUTILATION IN AFRICAN COUNTRIES

PROGRAMS ON WOMEN AND HIV/AIDS

PROGRAMS ON WOMEN AND POVERTY

PROGRAMS ON TRAFFICKING IN WOMEN AND GIRLS

EXAMPLES OF RECENT PROJECTS AND ACTIVITES

MEDICAL MISSIONS

HIV/AIDS AWARENESS

SEMINARS ON EMPOWERING WOMEN

MISSIONS FOR WIDOWS

CHAPTERS OF INSURMOUNTABLE WOMEN–WORLDWIDE

1.USA—HEADQUARTER

PRESIDENT:

UN AMBASSADOR DR.(MRS.) CHIKA AMUNEKE-SAMUEL

2.FREETOWN, SIERRA LEONE WEST AFRICA—CHAPTER

VP: PASTOR MRS. GLADYS DURMAN-SESAY

3.ACCRA, GHANA WEST AFRICA – CHAPTER

VP: PASTOR MRS. JUDITH UCHE

4.LIBERIA, WEST AFRICA CHAPTER

VP: REV. GARMAI M. JALLAH

5.KUMASI, GHANA WEST AFRICA- CHAPTER

VP: MRS. ANITA KUSI-BOATENG

6. KINGSTON, JAMAICA CHAPTER

VP: MRS. ALICA BUCHANAN

7.IVORY COAST, WEST AFRICA CHAPTER

VP: REV.MRS CHANTEL DADDIE

8.CAMEROON, WEST AFRICA CHAPTER

VP : REV. MRS. ROSE BUMAH

9.KENYA, WEST AFRICA CHAPTER

VP: MRS. FAITH HUBER

10.LAGOS STATE (NORTH BRANCH), NIGERIA WEST AFRICA CHAPTER

VP: REV. MRS. CULBETH IROABUCHI-EDWARD

11.UYO, AKWA –IBOM, NIGERA WEST AFRICA CHAPTER

VP: MRS. LOUISA EKONG

12. UMUAHIA, ABIA STATE NIGERIA, WEST AFRICA

VP: MRS. NNENNA JUSTINA NKEM

13. OWERRI, IMO STATE (NORTH BRANCH) NIGERIA, WEST AFRICA

VP: MRS. UCHENNA NWAIGWE

14. SENEGAL,WEST AFRICA

VP: REV DR. TINA WILLIAMS

15. ANGOLA,CENTRAL AFRICA

VP: REV. MRS. ROSEMARY JOHNSON

16. MEXICO CITY, MEXICO

VP: MRS. AIDA HERNADEZ

18. ANAMBRA STATE,NIGERIA

VP: MRS. IFEOMA OGBU

19. PINETOWN, SOUTH AFRICA

VP: REV. MRS. CYNTHIA LINUS

20. OWERRI, IMO STATE (SOUTH) BRANCH) NIGERIA, WEST AFRICA

VP: MRS. JUSTINA N. PATRICK

21.LAGOS STATE (SOUTH BRANCH), NIGERIA WEST AFRICA CHAPTER

VP: MRS. IJEOMA PRAISE CHINEDU

22. DURBAN, SOUTH AFRICA BRANCH

VP: DR. THANDEKA MAZIBUKO, MD

APPENDIX: Glossary

Bylaws – the purpose of these bylaws (the “Bylaws”) is to provide rules governing the internal management of the Corporation.
Chairman of the Board – Once a Board of Directors has been appointed or elected by the Corporate Directors, the Board will then elect a chairman (the “Chairman of the Board”). The Chairman of the Board will act to moderate all meetings of the Board of Directors and any other duties and obligations as described in these Bylaws.
Corporate Officer – A corporate officer (individually the “Officer” and collectively the “Officers”) is any individual acting for or on behalf of the Corporation. An Officer of the Corporation will usually be appointed to a specific task such as secretary, president, treasurer or other similar position. One person may hold several offices. The Officers will manage the day-to-day operations of the Corporation and report to the Board of Directors.
Principal Executive Office – The Principal Executive Office for the Corporation is where the President of the Corporation has an office.
Principal Office – The Principal Office of the Corporation is (12315 Bellaire Blvd, Suite 700, Houston, Texas 77072) the address designated in the annual report where the executive offices of the Corporation are located.
Principal Place of Business – The Principal Place of Business (12315 Bellaire Blvd, Suite 700, Houston, Texas 77072) is the address at which the Corporation conducts its primary business.
Registered Office – The Registered Office is(12315 Bellaire Blvd, Suite 700, Houston, Texas 77072) the physical street address within the state where the registered agent can be contacted during normal business hours for service of process.
Share Transfer Book – A Share Transfer Book is the complete record of the owners of shares of stock in the Corporation.