Bylaws of Milwaukee Nepali Pariwar

Article 1 - Name of the Corporation & Offices

Section 1 - Name of the Corporation

This corporation shall be known as Milwaukee Nepali Pariwar (MNP), herein after is also referred to as corporation and/or organization.

Section 2 - Principal Office

The principal office of will be located at the following

Address: 4415 N. Sheffield Avenue, Milwaukee, WI 53211

Section 3 - Change of Address

The designation of the county or state of Milwaukee Nepali Pariwar principal office may be changed by amendment of these bylaws. The board of officers may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes shall not be deemed, nor require, an amendment of these Bylaws.

Section 4 - Other Offices

The corporation may also have offices at such other places, within or without its State of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time designate.

Article 2 - Non Profit Purposes

Section 1 - IRC Section 501[c] [3] Purposes

MNP is organized exclusively for charitable, religious, educational, and/or scientific purposes as specified in Section 501[c] [3] of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 [c] [3] of the Internal Revenue Code.

Section 2 - Specific Objectives and Purposes

MNP is a non-profit organization established with following objectives:

Preserve the Nepali native language and culture
Serve the Nepali diaspora in Milwaukee area as requested.
Facilitate education of broader community and people from Nepali heritage and their families residing in the U.S.
Assist with humanitarian efforts for Nepal.

Article 3 – Membership, Fee & Voting Rights

Section I: Membership Affiliation

Any individual who supports and promotes the purpose statement as outlined in Article 2, Section #1 and 2 of the bylaws may become a member of Milwaukee Nepali Pariwar. Membership is granted upon the completion of membership application form and the payment of registration fee. Each member is entitled to:

participate in the activities conducted by the MNP to achieve its goals.
run for a Board of Directors seat and to serve as a chair of co-chair in working committee.
proactively direct the duties undertaken by the working committees
agree to provide email and/or contact information in the list serve communication

Member may elect to opt out from including their names and contact from newsletter and list serve communication.

Section 2: Due, Fees, and Voting Rights

Membership due consists of membership registration fee of $15 for an adult individual and $20 for a family for two years, unless otherwise changed by a majority vote of the members at an annual meeting of the full membership.

Board may establish charges payable for participation in special events and activities conducted by the MNP, including, but not limited to Nepali New Year Celebration and other tradition festivals events. The charges may be less or more than the costs associated with the event or activity.

Each member shall be eligible to vote in MNP’s elections. Voting at membership meeting may be in person with each voting member having a single vote.

Article 4 – Directors

Section 1 - Number

Milwaukee Nepali Pariwar shall have a minimum of five (7) and a maximum of Eleven (11) directors and collectively they shall be known as the Board of Directors.

The Board shall consists of the President, the Vice President, Secretary, Treasurer, and Directors. The President will be the Chairperson of the Board.

Section 2 - Qualifications

Directors of MNP shall qualify the age or any other specific requirement that may be in force in the State of Wisconsin at any given point of time.

Section 3 - Powers

The Board of Directors of Milwaukee Nepali Pariwar shall conduct all the activities and affairs of this corporation and also exercise all corporate powers, subject to the provisions of the laws of the State of Wisconsin, the Articles of Incorporation and these Bylaws.

Section 4 - Duties

Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation or by these Bylaws,
Appoint and remove, employ and discharge, and except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of this corporation,
Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly,
Meet at such times and places as required by these Bylaws,
Register their addresses with the Secretary of the corporation and notices of meetings mailed, emailed, telegraphed or faxed to them at such addresses shall be valid notices thereof.

Section 5 - Term of Office

Each Director shall hold office for a period of two years and until his or her successor is elected and qualifies. Maximum term limit for position of the President is limited to two terms.

Section 6 - Compensation

All the Directors of Milwaukee Nepali Pariwar shall serve without compensation except for a reasonable advancement or reimbursement of expenses incurred in the performance of their duties with approval of the Board of Directors.

Section 7 - Place of Meetings

Meetings shall be held at such place as may be designated from time to time by resolution of the Board of Directors.

Section 8 - Regular Meetings

Regular meetings of the Board of Directors of Milwaukee Nepali Pariwar shall be held at least 4 times a year or as needed. The Board of Directors shall decide the date, time and venue from time to time.

Section 9 - Special Meetings

Special meetings of the Board of Directors may be called by the President, The Vice President, the Secretary, by any two directors, or if different, by the persons specifically authorized by the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of Milwaukee Nepali Pariwar or if different, at the place designated by the persons calling the special meeting.

Section 10 - Notice of Meetings

The procedure to be followed is as below unless the Articles of Incorporation, these Bylaws or the laws of this state require otherwise.

Regular Meetings - Notice shall be sent by regular post, e-mail, or text message at least two weeks in advance. In the case of text message notification, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within Twenty-four hours after receipt of the text message.
Special Meetings - Notice shall be sent by regular post, e-mail, or text message at least one week in advance. In the case of text message notification, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within Twenty-four hours after receipt of the text message.
Waiver of Notice - Whenever any notice of a meeting is required to be given to any director of this corporation, a waiver of notice in writing signed by the director, whether before or after the time of the meeting shall be equivalent to the giving of such notice.

Section 11 - Quorum of Meetings

A quorum shall consist of a majority of the Board of Directors of Milwaukee Nepali Pariwar serving office at any given time and shall not be less than one-third of the number of directors in office. The Board shall not conduct any business at any meeting at which the required quorum is not present. The only motion, which the Chair shall entertain, is a motion to adjourn.

Section 12 - Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or the laws of this state require otherwise.

Section 13 - Conduct of Meetings

Meetings of the Board shall be presided over by the Chairperson of the Board,or, in his or her absence, the Vice Chairperson of the Board/Corporation, or in his or her absence, by the Secretary of the Board/Corporation. The secretary of MNP shall act as the secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as the Secretary of the Meeting. Procedures for the conduct of meeting shall be amended or revised from time to time by a resolution of the Board of Directors.

Section 14 - Vacancies

Vacancies on the Board of Directors of Milwaukee Nepali Pariwar shall exist

I. On the death, resignation or removal of any director

II. Whenever the number of authorized director is increased

Any director may resign effective upon giving written notice to the Chairperson of the Board and carbon copy (cc) to the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon the notice of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Section 15 - Non-liability of Directors

The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation

Section 16 - Indemnification by Corporation of Directors and Officers

The directors and officers are indemnified to the fullest extent permissible under the laws of the state under the state statute outlined in Section 181.0871.

Section 17 - Termination of Board of Directors

The directors, including Board Officers, could be terminated from the Board if they fail to perform their duties and responsibilities.

Any Board members who fails to attend 50 percent of the scheduled Board meetings, without approved absence, shall be terminated from the Board and such person shall not be allowed to run for any Board member position for three years.

Section 18 - Election of Board Members

If this corporation makes no provision for members, then, one meeting every two years shall be designated to elect the new Board of Directors. Voting for the election shall be by written ballot. Each director shall cast one vote per candidate and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes shall be eligible to serve on the board.

Section 18.1 Nomination and Selection Process

The MNP Board of Directors along with the President will appoint a Nominating Committee for developing nominations of Board election. The committee will include two current Board members and two general members. It is the nominating committee’s responsibility to work with the President to determine the current organizational needs, the number of seats to be elected. The nomination committee will send out notice to all members via email and or snail mail soliciting nominations. The committee will review all the nominations and select a final slate of candidates to recommend for election to our membership. In case of insufficient number of nominations, the committee shall seek nominations from the floor at the general membership meeting.

Normally, a ballot will include up to one-half Directors seats every two years, some new and some returning. Occasionally a ballot will include more than one-third seats to accommodate situations where a director resigns prior to their term’s expiration. Once vetted by the nominating committee, successful candidates will be placed on the ballot and voted on by the members at the general meeting. The committee will count the ballots and communicate the results to the MNP official for the president to announce the results. Board term shall be staggered term of office so up to one-half of the directorship shall be up for election every two year (or if the number does not evenly divide by half, the board shall be divided as close half as possible). Board of Directors will established a system of staggered terms for one-half Directors seats.

18.2. Board Candidate Qualifications and Requirements

Director Candidates must be committed to promoting and inspiring the mission and vision of the Organization and seeks Director Candidates with the following attributes:

An individual MNP member in good standing
A deep passion for serving MNP’s mission and vision.
Inherent leadership, management and interpersonal skills, patience, a good sense of humor, and the ability to participate in and sustain group efforts.
The ability to attend and participate in Board meetings and fulfill all of the duties and responsibilities enumerated above
The ability and willingness to be a MNP ambassador in the broader community and promote MNP membership and participation
The ability and willingness to get involved and contribute to MNP programs in the community or sphere of influence

MNP Board members are often key influencers within their areas of expertise and each director is expected to use his/her expertise to support the growth and development of the organization. This includes promoting organizational goals and activities and helping to build relationships within and outside the community. We will also solicit specific professional skills sets in potential Director Candidates based on current organizational needs such as: financial skills and expertise, specific legal knowledge, cultural/language expertise, academic or other expertise.

Article 5 – Officers

Section 1 - Designation of Officers

The officers of MNP shall be a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors shall decide from time to time, whether to have new officers with new designations.

Section2 - Qualifications

The officers of Milwaukee Nepali Pariwar shall qualify the age or any other specific requirement that may be in force in the State of Wisconsin at any given point of time.

Section 3 - Election and Term of Officers

Election of President will be held every two years at the general membership meeting. Beginning 2017, a minimum of ONE term board experience either past or present is required for nomination of a President. No president will serve more than two terms. Ex-officials to the Board of Directors can serve as advisors to the Board of Directors, with no voting right. President will serve a term of two year. Upon completion of his term, the President shall become the Immediate Past-President and can run for the Board of Director position one year after the term. The Board of Directors shall select officers (treasurer and secretary), and each officer shall hold office for a maximum period of 4 years or until he or she resigns or is removed by the Board of Directors or is otherwise disqualified to serve before the end of the term.

Section 4 - Duties of President

The President shall be the chief executive officer of Milwaukee Nepali Pariwar and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to the office of President and such other duties as may be required by law, Articles of Incorporation or by these Bylaws or which the Board of Directors may prescribe from time to time. In the absence of Chairperson of Board of Directors the President act as the Chair of Board of Directors and shall preside at the meetings of the Board of Directors. Except as otherwise mentioned by the Articles of Incorporation or by these Bylaws or expressly provided by law, he or she shall execute such deeds, mortgage bonds, contracts, checks or other instruments, which may from time to time be authorized by the Board of Directors.

Section 5 - Duties of Vice President

The Vice President of Milwaukee Nepali Pariwar shall become the acting president of the corporation in the event of the absence, inability or refusal of the President to exercise his or her duties and shall have all the rights, privileges and powers as if he or she had been a duly elected President.

Section 6 - Duties of Secretary

The Secretary of Milwaukee Nepali Pariwar shall:

Certify and keep at the principal office, the original, or a copy of these Bylaws as amended or otherwise altered to date,
Keep the record of the minutes of the meetings of the directors with details of whether special or regular, how called, how notice was given, the names of those present or represented and the proceedings thereof,
Be the custodian of all records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of this corporation,
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney on request thereof, the Bylaws and the minutes of the proceedings of the directors of this corporation,
Perform all duties incident to the office of the Secretary and such other duties as may be required by law, Articles of Incorporation or by these Bylaws or which the Board of Directors may prescribe from time to time.

Section 7 - Duties of the Treasurer

The treasurer of Milwaukee Nepali Pariwar shall:

Have charge and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors,
Receive and give receipt for, monies due and payable to the corporation from any source whatsoever,
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for the transactions,
Maintain adequate and correct accounts of the properties and business transactions, including accounts of assets, liabilities, receipts, disbursements, gains and loses of the corporation,
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney on request thereof, the books of account of any or all of his transactions as treasurer and of the financial condition of the corporation,
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports,
Perform all duties incident to the office of the treasurer and such other duties as may be required by law, Articles of Incorporation or by these Bylaws or which the Board of Directors may prescribe from time to time.

Section 8 - Compensation

The officers of Milwaukee Nepali Pariwar shall not be eligible for any compensation. However, the Board of Directors reserves the right to amend this and offer compensation to its officers at a later stage. In such a scenario, the salaries of the officers of Milwaukee Nepali Pariwar shall be fixed from time to time by resolution of the Board of Directors. In all case, any salaries received by officers of this corporation shall be very reasonable and in return for services actually rendered to or for the corporation for the cause of its tax exempt activities alone.

Article 6 - Execution of Instruments, Deposits and Funds

Section 1 - Execution of Instruments, Deposits and Funds

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any

power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2 - Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness shall be signed by the Treasurer and countersigned by the President of the corporation. Any expenses above $400 (four hundred) dollar must be approved by the Board of Directors and must be signed by both the Treasurer and the President

Section 3 - Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4 - Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the non-profit purposes of this corporation. They must be deposited to the organizational account within 2 weeks of receipts.

Article 7 -IRC 501 [c] [3] Tax Exemption Provisions

Section 1 - Limitations on Activities

No substantial part of the activities of Milwaukee Nepali Pariwar shall be for propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including publishing or distribution of statements), any political campaign on or behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by a

Corporation exempt from federal income tax under section 501[c] [3] of the Internal Revenue Code;
Corporation, contributions to which are deductible under section 170 [c] [2] of the Internal Revenue Code

Section 2 - Prohibition against Private Inurement

No part of the net earnings of Milwaukee Nepali Pariwar shall inure to the benefit of, or be distributable to, its members, directors or 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 of this corporation.

Section 3 - Distribution of Assets

Upon the dissolution of Milwaukee Nepali Pariwar, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501[c] [3] of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such

distribution shall be made in accordance with all applicable provisions of the laws

of this state.

Section 4 - Private Foundation Requirements and Restrictions

In any taxable year in which Milwaukee Nepali Pariwar becomes a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation:

Shall distribute its income for said period at such time and manner as not to subject to tax under Section 4942 of the Internal Revenue Code;
Shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code;
Shall not retain any excess business holdings as defined in Section 4943 [c] of the Internal Revenue Code;
Shall not make any investment in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code;
Shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.

Article 8 - Conflict of Interest Policy

Section 1 - Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization's Milwaukee Nepali Pariwar’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any

applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2- Definitions

1. Interested Person - Any director, principal officer, or member of a committee with governing board delegated powers with a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, Line 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3 -Procedures

1. Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists - After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest

exists.

3. Procedures for Addressing the Conflict of Interest

a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest,

b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement,

c) After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest,

d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose,

b) If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4 - Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed,

b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings,

Section 5 - Compensation

a) A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation,

b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or

indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation,

c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives

compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6 - Annual Statements

Each director, principal officer and member of a committee with governing board- delegated powers shall annually sign a statement, which affirms such person has:

a) Received a copy of the conflicts of interest policy,

b) Read and understands the policy,

c) Agreed to comply with the policy, and

d) Understood the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.

Section 7 - Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a) Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining,

b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written

policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8 - Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Section 9 – Restrictions on Nominations and Elections of Directors and Officers

No Directors or officials to nominate or hire their immediate family members for any executive posts in the office but they may nominate them for voluntary works when a Director/Officer changes his/her residency status from one state to another state with in the territory of the United States he/she shall hold the same post of Director and shall work closely with other members residing in the same state.

Article 9 - Amendment of Bylaws

Section 1 - Amendment

Except as may otherwise be specified under provisions of law, these Bylaws or the Articles of Incorporation, any of them, may be altered, amended or repealed and new Bylaws adopted by the resolution by the approval of the Board of Directors.

Article 10 - Construction and Terms

I. If there is a conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern,

II. If any of the provisions or provisions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and

portions of these Bylaws shall be unaffected by such holding,

III. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation or any other founding document filed with an office of this state and used to establish the legal existence of this corporation,

IV. All references in these Bylaws to a section or section of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Amendment of Bylaws

We, the undersigned, being all of the members of the board of directors of Milwaukee Nepali Pariwar, do hereby adopt the forgoing Bylaws as the Bylaws of the corporation, to be effective the 1st day of March, 2017,.

Dated: February 11, 2017

Names and Signature of Directors: Tilak K. C., Ram P. Bhulanja, Bhupendra Bista, Suman Uprety, Sanjay Manandhar, Dipak Thapa, Bhanu Shrestha, Sweata Shrestha, Rabi Bista (not present), Binita Dhungana (not present)