Bylaws of Nuvision

NUVISIONDetermination*Organization*Di

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1Nuvision Inc. P.O Box 42402, Indianapolis, Indiana 46242. Tel: (317) 345-8015


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BYLAWS OF NUVISION



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TABLE OF CONTENTS

PREAMBLE AND MESSAGE OF THE PRESIDENT FOUNDER

TITLE I: CONSTITUTION - DENOMINATION

TITLE II: PURPOSE

TITLE III: MEMBERSHIP

TITLE IV: BODIES

TITLE V: GIFTS AND RESOURCES

TITLE VI: CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS

TITLE VII: FINAL PROVISIONS



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PREAMBLE AND MESSAGE OF THE PRESIDENT FOUNDER

Very recently we have all been witness to the sculpture of a new page in the history of our dear native nation Guinea. Because of these events, most of us lost hope for Guinea. As president founder of Nuvision I am here to inform you that there is still hope in Guinea and this is the golden moment for all of us to work together and to build a new nation fill of hope and knowledge, committed to democracy and human rights, peaceful and prosperous. It is in this spirit of hope that Nuvision was created.

Nuvision is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain of any person. Nuvision is not affiliated to any political party. Any service and project created by Nuvision will be financed with funds received from individual donors, government agencies, international /regional institutions and various contributors throughout the world.

Nuvision has for specific purpose the sensibilization and education of the Guinean’s population in the following domains:

1. Civic education2. Rights and duties of a citizen3. Promotion of democracy4. Woman’s health and HIV5. Promotion of socioeconomic development activities

Nuvision has the role of establishing socio-cultural projects which will reinforce the fundamental principles of freedom, the rights and civic duties while promoting the socioeconomic development throughout Guinea.

Nuvision will assist various industries to understand the concepts of democracy. Nuvision wishes to assist the people of Guinea to understand the electoral process and why it is important that each citizen votes.



sciplineNuvision will hold multiples seminars and will provide technical support designed for the rising of a new generation in Guinea that is more informed and educated. Nuvision will provide technical aid and support to civic education, to the development and management of the socio-economic projects, and help the local nongovernmental organizations and small/medium-sized companies manage theirs projects.

Nuvision is asking any professional and nonprofessional person (doctor, lawyer, journalist, student, trading, mason, teacher, taxi driver, farmer, fisher man etc….) who is determined and dedicated, to join us and to help establish Nuvision and to share our vision for Guinea.

The problems and difficulties in Guinea are not insurmountable. As President founder of Nuvision, I know that the task will not be easy, but I have confidence that if the best and the most qualified individuals are gathered; that we work hard together with discipline, determination, organization and a sense of urgency , we will achieve something that most pessimistic said impossible.

In the long run, the result of all the projects created by Nuvision will be a more prosperous, more independent and more peaceful Guinea.

It is our vision! It is our mission! And together we will achieve it.

TITTLE I: CONSTITUTION - DENOMINATIONArticle 1: NameThe name of the organization shall be NUVISION. It shall be a nonprofit organization incorporated under the laws of the State of Indiana.It is formed enter the undersigned, as well as the physical people and morals which will adhere by following the present Statutes, and Rules of procedure, with the deliberations and the Charter of Nuvision, a declared nonprofit organization.Article 2: The acronym of Nuvision is: Determination, Organization, and Discipline. Article 3: The logo of the organization is a globe containing an open book with the map of Guinea on the right page, a hoe on the left page and in the center of the book two hands shaking. Article 4: Registered office the registered office of Nuvision is fixed in Indianapolis, Indiana and can be moved by decision from the General assembly. The postal address is as follows: NUVISION, P.O Box 42402, Indianapolis, Indiana 46242. Article 5: DurationNuvision is founded for an unlimited period. Dissolution can only be pronounced and carried out under the terms of the provisions of article 33 of these statutes.

TITLE II: PURPOSE

Nuvision is organized exclusively for charitable and education purposes. Nuvision aims at the education, information, sensibilization and civic formation of the Guinean



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population. Nuvision also aims at the promotion of projects focus on the socio-economic development of Guinea.

The purpose of this corporation follows two objectives:

1- Civic education and formation of the Guinean population wherever it is located throughout the world.

2- The promotion of the forces and actors of socio-economic development.

To achieve these goals, Nuvision encourages the creation of networks of institutions and personalities through the organization of the activities such as seminars, studies trips and scholarships.The purpose of Nuvision is the durable installation of structures reflecting a nation of Civic right and a culture of freedom anchored in the conscience of the population of Guinea.

With this intention, Nuvision develops its activities at two levels:

On the national plan, specific topics related to the promotion of the civic rights. All projects and activities in Guinea will take in consideration the characteristics of the cultural and socio-economic heritages.

On the international level, the channels of development concerning the projects of development must be those which aim at an international solution or which take into account a great number of countries because of their characteristics. It is a question of promoting through the actions, not only one experience sharing at the international level, but also and especially of supporting a dialogue between citizens of Guinea living abroad.

Within the framework of the co-operation, the establishment of the democratic structures as well as the reinforcement of the democratic conscience is awaited on the level of two target groups fundamental.

1. Elites, who carry out the reforms, must be convinced of the need for the democratic forms of decisions. These decisions must then be reinforced in their application.



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2. Populations at the base must be identified with the democratic ideas, with various processes through information and sensibilization.

Within the framework of the activities for the promotion of the civic rights one continues them three shutters following

1. Reinforcement of the institutions and the civic rights: nation of Rights

To contribute to light the bases of the nation of Rights and of functionality of its institutions

To support the behavior of democratic elections by the means of programs of sensibilization and training of the voters

2. Promotion of Decentralization

The activation of the communal potentials and initiatives of development by the assumption of responsibility and the support for competences

The increase in the participation of the population in the processes of socio-economic development

The appropriation of the local development by the citizens who become implied and responsible actors

Blossoming at the base of a new respectful citizenship of its obligations with respect to the community of which it defends them interests by its aptitude to implement the governorship of the projects and programs of company of public interest

3. Reinforcement of the organizational and technical capacities of the network of ONG privileged partners

To reinforce the capacities of mobilization of funds of ONG tests privileged for a better support of their activities

To reinforce the capacities of intervention of their members

To improve their technical and professional conditions so to ensure an effective system of national and international communication

Mode of intervention



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Conferences, seminars (of formation, of sensitizing, of information) and workshops on the levels national and international are devoted to the problems and the questions on the Community development.

Cultural, social and sporting activities,

radio programs (rural radio operator) and of emissions of televisions are used for the activities of formation and popularization of the concepts of development socio-economic

One reinforcement of the structures of the partners especially partners “privileges” (ONG) in order to allow them to better deal with themselves, to defend their interests and of the population and to better fulfill the functions within the framework of the “design civil company ”.

Publications are to return results of work of consultations accessible to general public.

Itinerant conferences are organized to make take part the populations in the public debates. Too visits in the institutions of the Republic in sight to reinforce their knowledge.

To this end, Nuvision will act by the means of communication, of coordination, of the council and the assistance like by the co-operation enters and near its members.Nuvision will also have for mission of seeking all persons or entities and of all institutions financial means the necessary ones to the operations undertaken by its members.

TITLE III: MEMBERSHIPArticle 6: membership to Nuvision is free, voluntary and is opened to any person who wants to adhere and bring his/her financial, moral and physical support. The membership implies whole adhesion and agreement to the present statutes and rules of procedure. All memberships shall be granted upon a majority vote of the committee.

TITLE IV: BODIESBodies of Nuvision are:- The General Assembly- The Committee- Regional antennas- Members of honor and Sympathizers- Subcommittees



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CHAPTER I: The General Assembly

Article 7: the President founder Mr. Mamadou Safa Tounkara is President Founder of Nuvision. Article 8: CompositionThe General Assembly is the supreme authority of Nuvision and is composed of all the members of the organization.

Article 9: Meeting

It meets in an ordinary sitting once every year, at the day and on the agenda fixed by the Committee and on convocation of the President. Special meetings may be called by the president, the Executive Committee, or a simple majority of the committee. A petition signed by 2/3 of voting members may also call a special meeting.Article 10: ConvocationThe convocations will be addressed, except urgency, at least fifteen days in advance by individual, postal or electronic letter, and will carry precise information on the agenda.Article 11: Chaired The general assembly is chaired by the president of committee. It meets once every year in an ordinary session on convocation of the president of committee.Article 12: AgendaThe Committee fixes the agenda in the meeting which precedes the General meeting. Any founder member or credit can ask for the inscription on the agenda of any question which it wishes to see registered.Article 13: Majority - Quorum The quorum of the general assembly is two thirds (2/3) of the present participants. The decisions are made by consensus or voice of vote. The deliberations are done in the majority simple of the members present. The deliberations give place to a verbal lawsuit of meeting signed by the president and a secretary of meeting appointed before the hearing of the assessments moral and financial.Article 14: VotesThe General assembly votes by a show of hands, except if a member requests a vote from secret bulletin.Each member has one voice.The decisions and resolutions are adopted in the majority of the voices of the regular members of the voting rights, present or represented; the voice of the president is dominating in the event of equal division of the voices.Article 15: vote of the presidentThe president does not take part in the votes. His/her vote is only necessary in the event of a split ballot.Article 16: Modifications of the statutes



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No request for modification of the bylaws can come under discussion to the General meeting if it is not proposed by the Committee deliberating in accordance with the provisions of Article 33 in the majority of the members present or represented which will have to present a justified report. CHAPTER II: The Committee Article 17: The committee is responsible for overall policy and direction of the association, and delegate’s responsibility of day-to-day operations to the staff and committees. Committee is the leading authority at the national and International level of Nuvision. It represents Nuvision near the civil authorities and legal and partners. - manages human, material and financial resources of Nuvision at the national and International level;- centralizes and coordinates the activities of Nuvision;- disseminates information with the members and the various structures;- seeks the financings of the projects of development and formation;- And installs the regional antennas. Article 19: For the first two years, the Committee is composed of 6 members who are the founder members.Article 19 Meetings and notice: The committee shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance. Article 20: Term of the office except in the event of failure or of exemption from these rules of procedure, the mandate of the founder members of the committee is unlimited. Article 21: PerformanceAt the end of each year, the performance of each member including the president will be evaluated, and in the absence of major failures the committee in the majority of 2/3 of its members will take necessary corrective measures.Article 22: number of members of the CommitteeThe number of members of the committee is based on the needs of NuvisionArticle 23: Composition The Committee is structured as follows:- The President: The president, subject to the capacities which these statutes allot to the general assemblies and with Committee, within the limit of the social object, is invested the widest capacities to act in the name of association. He/she represents Nuvision in all the acts of the civil life. It manages the procedures of convocation to the various statutory meetings. It chairs and is ensured of the good course of the meetings. It coordinate the activities of Nuvision, chairs the meetings and the meetings of committee. It chairs the ordinary and extraordinary sessions of the General meeting. It represents Nuvision near the administration and partners. With the exit of each major decision-making, in particular: General meeting, meetings with the antennas, etc the



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president will be the only person in charge in front of the partners external and Official Authorities of the contents for these decisions and the continuation of the objectives of the Organization as defines by the statutes and rules of procedure It has each end of the year a treating report/ratio of the youth problems, the civic rights, the human rights and the environment. He is the director of the expenditure. In the event of absence its interim is ensured by the secretary general - Secretary General: In the absence of the President or in the event of his inability, or refusal to act, the Secretary General, unless otherwise determined by the committee, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Secretary General shall perform such other duties as from time to time may be assigned to him the President or Board of Directors. - The Treasurer: The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the committee, or by these bylaws.Funds of Nuvision are deposit in an account in a bank in the name of Nuvision.The Treasurer cannot hold an amount higher than $1500 more than two working days, except expressed authorization of the president.It is held at least once a month to present the cash flow statement and its justification.The Treasurer General presents a balance sheet engaging the committee with the course the sessions of the General meeting.- Secretary in charge of the Formation: is in charge of the development, execution and follow-up on the trainings.- Secretary in charge of the Organization: is the principal organizer of all activities undertaken by Nuvision. He/she ensures the material and practical organization activities of Nuvision.- Secretary in charge of the Communication: is in charge of the ventilation of information on the activities with Nuvision. He/she is in charge of the policy of information with Nuvision and makes a report at the end of each activity works out.- (2) Secretaries in charge of the Awarness and the mobilization: are in charge of promoting and researching the financings for the projects of development and formation.Article 24: Each member of Committee is responsible for his/her department and must present a report to each ordinary meeting on the activities undertaken within the framework of his/her functions.



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Article 25 Resignation, termination, and absences: Resignation from the committee must be in writing and received by the president. A committee member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a two-third vote of the remaining members.

CHAPTER III: Regional antennasArticle 25: The regional antennas make it possible to bring closer the local populations Article 26: They have the same prerogatives and the same composition at the local level as the Committee and are held to inform the Committee on all their activities.Article 27: The regional antennas address to the coordination the verbal lawsuits and reports of their missions and activities.

CHAPTER IV: Honor members and SympathizersNuvision is also composed of Honor members or Sympathizers (Morales people and physics) whose activity is complementary and/or convergent with the object and the activities of association. They are admitted by the General meeting on proposal of Committee. They do not have any deliberative voice.

CHAPTER V: Subcommittees Article 28: The committee may create subcommittees as needed. The Committee is assisted in the performance of its duties by seven (7) special subcommittees:

1. Civic subcommittee: Rights and Duties of a citizen2. Democracy and Human right subcommittee 3. Woman, Health and HIV subcommittee4. Social Development subcommittee5. Economic Development subcommittee6. Environmental protection subcommittee7- Fundraising subcommittee

Article 29: Each subcommittee is composed of three (3) members and is chaired by a member of Committee.Article 30: The Members of the subcommittee are designated by the Committee in taking account the criteria of effectiveness.Article 31: Each subcommittee presents to the Committee each quarter a report on its activities relating to its field.



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TITLE V: RESOURCESArticle 32: All the donations made to Nuvision will be used to promote and solidify the civic rights and the socio-economic development in Guinea. Article 33: Any service and project carried out by Nuvision will be financed with funds received from individual donors, government agencies, international /regional institutions and various contributors around the world. Article 34: Nuvision will accept any article but not limited to: · School and office’s supplies · Logistic materials (Computer, projector, monitor, portables, TV etc .....) · Vehicles (cars, motor bike, bicycle etc ......) · Clothes and shoes · Gifts and legacy. Nuvision asks its donors to please make sure that that all items given to the organization is a working condition. Article 35: ResourcesThe resources of Nuvision are composed: - contributions from its members - subsidies which can be granted to him by private or public communities and in particular the State - income of its goods and placements financial - sums perceived because of the services rendered -gifts and legacy- and all other resources authorized by the law

TITLE VI: CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS

Article: Contracts. The committee may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of Nuvision Corporation, and such authority may be general or confined to specific instances.Article: Loans. No loans shall be contracted on behalf of Nuvision Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the committee. Such authority may be general or confined to specific instances.Article: Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of Nuvision, shall be signed by such officer or officers, agent or agents of nuvision and in such manner as shall from time to time be determined by



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resolution of the committee. In the absence of such resolution, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the corporation.Article: Deposits. All funds of Nuvision not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the committee may select.Article: Gifts. The committee may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purpose or for any special purposes of Nuvision.

TITLE VII: FINAL PROVISIONSArticle 36: The dissolution of Nuvision is pronounced by the public power or voluntarily by at least two thirds (2/3) of the statutory members of the general assembly convened to this end.Article 37: Distribution upon Dissolution. Upon dissolution, all of the corporation’s assets shall, after all of its liabilities and obligations have been discharged or adequate provision made therefore, be distributed to any association or associations organized for purposes similar to the purpose of the corporation as may be designated by a majority of the directors of the corporation then holding office, provided that such organization is an organization qualified under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.Article 38: AmendmentsThese bylaws may be amended when necessary by two-thirds majority of the committee. Proposed amendments must be submitted to the president to be sent out with regular board announcements.Article 39: This rules of procedure precise and supplement the provisions of the bylaws of the Non-governmental organization Nuvision.

CERTIFICATIONThese bylaws were approved at a meeting of the committee by two-thirds majority vote on February 8th, 2009

The President founder

Mr. Mamadou Safa Tounkara



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MISSION STATEMENT OF NUVISION

Nuvision is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain of any person. Nuvision is not affiliated to any political party. Any service and project created by Nuvision will be financed with funds received from individual donors, government agencies, international /regional institutions and various contributors throughout the world.

Nuvision has for specific purpose the sensibilization, information and education of the Guinean’s population in the following domains:

1. Civic education2. Rights and duties of a citizen3. Promotion of democracy4. Woman’s health and HIV5. Promotion of socioeconomic development activities

Nuvision has the role of establishing socio-cultural projects which will reinforce the fundamental principles of freedom, the rights and civic duties while promoting the socio-economic development throughout Guinea.

Nuvision will assist various industries to understand the concepts of democracy. Nuvision wishes to assist the people of Guinea to understand the electoral process and why it is important that each citizen votes.

Nuvision will hold multiples seminars and will provide technical support designed for the rising of a new generation in Guinea that is more informed and educated. Nuvision will provide technical aid and support to civic education, to the development and management of the socio-economic projects, and help the local nongovernmental organizations and small/medium-sized companies manage theirs projects.



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In the long run, the result of all the projects created by Nuvision will be a more prosperous, more independent and more peaceful Guinea.

It is our vision! It is our mission! And together we will achieve it.

Board of Directors

President Founder and CeoMamadou Safa Tounkara6521 Greenspire Pl, Indianapolis, Indiana 46221(317) 345-8015

Secretary GeneralAsmaou Diallo4161 Outer Bank rd, Indianapolis, Indiana 46234(317) 640-3078

Secretary for OrganizationThierno Mountagha Diallo6646 Glory Maple ln, Indianapolis, Indiana 46221(317) 514-2880

Secretary for Awareness and mobilizationAlpha Diallo120 George St apt 116, Bensenville, Illinois 60106(312) 296-5725 Secretary for Communication



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Aissatou Barry3514 Saint Thomas blvd(317) 501-4032

Secretary for TrainingKarfalla Kaba7648 beverly hills dr(317) 724-1188


Documents

Bylaws of Nuvision