Bylaws

                                                         BYLAWS

                                                              OF

                     SELTIE HEALTH AND EDUCATIONAL SUPPORT ORGANIZATION (SHESO)

ARTICLE I - OFFICES

The principal office of the Organization shall be located in the City of Houston in State of Texas. The
Organization may also maintain offices at such other places as the Board of Directors may from time to time
determine.

ARTICLE II - PURPOSE

The Organization is organized exclusively for charitable, educational, cultural and scientific purposes including,

a)        Providing financial, material and other assistance to Silti School and health centers located in Silti region
of Ethiopia for the purpose of improving the quality of health and education.
b)        Contributing to the maintenance, renovation, improvement and expansion of school buildings and related
facilities at said location.
c)        Encouraging, supporting and rewarding outstanding Students, Exemplary Teachers and other Staff of the
School and granting scholarships to deserving students.
d)        Soliciting funds, educational and medical equipments, materials, books, technical assistance and the like
from donor organizations and individuals for the sole purpose of attaining the objectives listed above.
e)        Cooperating with other organizations and individuals to attain its objectives and promote economic
development in the region when situations permit.

ARTICLE III - MEMBERSHIP

1.        ADMISSION: Any individual of legal age may be admitted as a member of
the Organization if he/she:
a)        Agrees to and supports the objectives of the Organization;
b)        Honors and abides by all the terms and provisions of the Articles of Incorporation and these Bylaws; and
c)        Pays the annual dues.

2.        Membership Dues:
a)   The annual dues for Family is $ 180.00, Single member shall pay US $120.00, and Student shall pay $60.00
(Evidence of FULL time registration in a recognized educational institution is required).
b)   The Board of Directors may change the membership dues or allow lower multi year fees.
d)        Members may pay the entire amount up to December of every year. Those who choose to pay in two
equal installments shall do so provided the entire amount is paid up to December of every year. The Board of
Directors may allow different payment arrangements to accommodate individual circumstances.
e)         Payments shall be made to the Treasurer of the Organization.

3.        TERMINATION: A member may terminate his or her membership at any time by giving notice to a director
of the Organization. The Board of Directors may terminate a member who is delinquent in paying dues or who
has acted contrary to the interests of the Organization. Prior to termination of a member, the Organization shall
give said member 30 days written notice to pay his dues or to explain satisfactorily to the Board acts alleged to
be contrary to the interests of the Organization.

ARTICLE IV - MEETING OF MEMBERS

1.        There shall be a meeting of the members of the Organization once every year. The Board shall determine
the time and place of the meeting and notify all members 30 days in advance.

2.        The members thus assembled shall, among other matters, consider and approve the reports of the Board.

3.        Members who may not be able to attend the meeting in person may participate through telephone or the
Internet, if such can be arranged, or appoint a proxy.

ARTICLE V - BOARD OF DIRECTORS

1.        NUMBER, ELECTION AND TERM OF OFFICE: Members of the Organization shall elect the officers of the
Organization consisting of a Chairperson, a Vice Chairperson, a Secretary, a Treasurer and Public Relation
Officer for a term of three years.

2.        VACANCIES: Each vacancy on the Board shall be filled for the unexpired portion of the term by the
decision of the remaining directors of the Board.

4.        DUTIES AND POWERS: The Board shall be responsible for the control and management of the affairs,
property, and interests of the Organization. It may exercise all powers of the Organization, except as limited by
the resolution of the majority of the members, the Articles and Bylaws of the Organization and by statute.

5.        DUTIES OF OFFICERS: Officers of the Organization shall each have such powers and duties as
generally pertain to their respective offices as well as such powers and duties as may from time to time be
specifically assigned to them by the Board.

6.        MEETINGS: The Board shall meet at least once a year at the principal office of the Organization or at
such other place as the majority of the directors may determine.

7.        CHAIRPERSON:   The Board shall elect a Chairperson who shall preside at all the meetings of the Board
and the meetings of the members. In his/her absence the Vice-Chairperson or in his/her absence the Secretary
shall preside over that particular meeting.

8.        QUORUM AND ADJOURNMENT: At all meetings of the Board, the presence of a majority of the entire
Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as
otherwise provided by law, by the Articles of Incorporation and by these Bylaws. A majority of the directors
present at the time and place of meeting, although less than a quorum may adjourn the meeting from time to
time until a quorum shall be present.

9.        BOARD ACTION: At all meetings of the Board, each director present shall have one vote. Except as
otherwise provided by the Articles of Incorporation, these Bylaws or by Statute, the action of a majority of the
directors present at any meeting at which a quorum is present shall be the act of the Board. Any action
authorized in writing by all the directors entitled to vote thereon and filed with the minutes of the Organization,
shall be the act of the Board with the same force and effect as if the same had been passed by unanimous vote
at a duly called meeting of the Board.

10.        TELEPHONE OR INTERNET MEETINGS: Directors may participate in meetings of the Board through use
of the telephone or the Internet if such can be arranged so that all Board members can participate
simultaneously. Such participation shall constitute presence in person.

11.        RESIGNATION AND REMOVAL: Any director may resign by giving 30 days written notice to the
Chairperson or Secretary of the Organization. Any director may be removed by the majority of the directors for
neglecting his/her duties to the Organization.

12.        REMUNERATION:   Members of the Board of Directors shall serve without remuneration except that they
shall be reimbursed for expenses they incur in the service of the Organization.

ARTICLE VI – COMMITTEES

The Board of Directors may designate an Executive Committee and other committees as deemed necessary to
effectively carry out the objectives of the Organization. Such committees shall have such functions and may
exercise such power as the Board of Directors delegates to them.

ARTICLE VII - BOOKS, RECORDS AND REPORTS

1.        ANNUAL REPORT: The Chairperson of the Organization shall cause to be prepared annual and other
reports as required by law and, after same has been approved by the majority of the Board, provide copies to
members of the Organization.

2.        PERMANENT RECORDS: The Organization shall keep current and correct records of the accounts,
minutes of meetings, and membership records of the Organization. While the Treasurer keeps and updates
records of accounts all other records are kept by the Secretary of the Board. Originals of basic and important
records such as the approved Articles of Incorporation and the Bylaws of the Organization shall be kept at the
principal office of the Organization.

3.        INSPECTION OF CORPORATE RECORDS: Members of the Organization shall have the right at any
reasonable time, and on written demand stating the reason thereof, to examine and make copies of the relevant
books and records of account, minutes and other records of the Organization.

ARTICLE VIII – AMENDMENTS

1.        Any registered member of the Organization may submit in writing a proposal to amend these bylaws to the
registered members of the organization through the Executive Board at least 30 days prior to the general
meeting of SHESO membership. The Board of Trustees shall first deliberate on the proposal and present it to
the assembly with recommendation for approval or disapproval.

2.        Proposed amendment shall become part of the bylaws if approved by a 2/3 vote of the registered
members of the organization. A 2/3 quorum shall be required in the first meeting, but failing to achieve such a
quorum, a second meeting shall be necessary at which time a 1/3 quorum must be established. If the 1/3 quorum
is not possible, a third and final meeting shall be held only among those registered members present.

ARTICLE IX - INDEMNIFICATION

In the absence of fraud and bad faith, the Trustees, officers and members of SHESO, and each one of them,
shall not be personally liable for any debts, obligations or liabilities of the Organization. Each Trustee and officer
of the Organization shall be entitled, without further act or deed on his/her part or on the part of the
Organization, to be harmless against and to indemnity from the Organization against all claims, liabilities, fines or
penalties imposed upon or asserted against him/her by reason of his/her being or having been Trustee or
officer, provided, however, that no such exoneration or indemnification shall extend to any case in which any
liability, fine or penalty is imposed upon him/her by reason of the final judgment of a court of competent
jurisdiction adjudging him/her guilty of gross negligence, bad faith, willful and fraudulent misconduct or any
criminal offense.

ARTICLE X - SUPREMACY OF THE BYLAWS

This constitution shall supersede any past bylaws of the Organization, should any of the provisions in the
Articles of both documents happen to be in conflict with one another. The document shall be effective as of its
adoption by a 2/3 vote of the registered membership and may be subject to further revision consistent with
stipulations under both Article IX, of these bylaws.

ARTICLE XI - INTERPRETATION

In case of doubt as to the meaning of any rule herein contained, the Executive Board shall determine the
interpretation of the rule and Board's decision shall be final.

ARTICLE XII - CORPORATE SEAL

The Board of Directors shall adopt, use and modify a corporate seal.

Certified to be the Bylaws of the Organization and adopted by the Board of Directors this 1st day of September
2004.