PROJECT MEDINA BY-LAWS

NAME & PURPOSE

Project Medina LLC is organized exclusively for charitable, social, and educational purposes in The Gambia, and in the United States of America. Hence, in its quest for this goal, fund raising activities will be our main source of income. However, no part of the organization's income is distributed to its directors or officers as part of any compensation for involvement, participating, volunteering, contributing, or soliciting on behalf of the organization. As such all funds raised will be used for charitable cause, social, and educational purposes in The Gambia, and in the United States of America.

MEMBERSHIP

Membership shall be open to anyone over the age of 18 who supports the aims of the organization.

Section 1 - MEETINGS

Meetings of the Organization shall follow a set agenda.

Regularly scheduled meetings of the Executive will be held as needed no less than once a year.

Emergency meetings shall be called if the following conditions are met:

(1) Special meetings called by the President and at least two other members of the executive.

Section 2 - ESTABLISHMENT OF A QUORUM

All meetings shall require a quorum which will consist of at least 50 percent of the executive.

EXECUTIVE COMMITTEE

Section 1

The Executive Committee of ProjectMedina LLC shall consist of a President, Vice President, Secretary, and Treasurer.

DUTIES

(1) Executive Committee

" The Executive Committee shall be responsible for planning ProjectMedina LLC's activities on a yearly basis.

(2) President

“The President is the chief executive of ProjectMedina LLC. He/She shall have powers of decision making on behalf of the Organization within the guidelines of these bylaws and the constitution. " In accordance with at least three other members of the executive committee the president may authorize emergency expenditure of funds on behalf of the Organization. Such emergency expenditures shall not exceed $1000 (One thousand dollars) in between meetings of the Organization. The President will notify the executive body within 24 hours of such expenditure. " The President shall chair all meetings of the organization. He/She shall provide a written agenda before every meeting. He/She may be required to concede the chair during a meeting if the majority of members determine that the issue on the floor is of the President's immediate personal interest.

“The President shall be the official spokesperson of the Organization.

(3) Vice President " The Vice President shall assist the President in the performance of his/her duties. In the absence of the President, the Vice President shall assume the duties of the President. If in any case the President for some reason is found to be mentally or physically incapable of continuing his tenure of office, the Vice President will be required to complete his tenure until the next general election when a new President shall be elected.

(4) Treasurer " The Treasurer shall be responsible for all monies of ProjectMedina LLC. He/She shall give a written report of income and expenditure to the Organization at all meetings and will be the head of the Finance and Fundraising committee.

" If the financial report as presented does not satisfy the Organization, two- thirds of members present may call for an independent audit of the financial statement.

“Independent audits, when mandated by the Organization, as stipulated above, shall be completed within one calendar month from the date of the meeting at which it was sanctioned. Findings are to be presented to the Organization at the next regularly scheduled meeting.

(5) Secretary " The Secretary shall be the link between all members of the Organization. He/She shall be responsible for the upkeep of all secretarial records of the Organization.

" He/She shall present written minutes at every meeting.

“The Secretary shall generate correspondences on behalf of the Organization.

Section 2 - TERM OF OFFICE OF THE EXECUTIVE

The term of office of the executive shall be for five years beginning in the month of January and ending the following elections in the month of December the following year.

Section 3 - TERMINATION OF OFFICE OF AN EXECUTIVE MEMBER

The tenure of office shall terminate upon conclusion of a full term as stated above, or upon one or all of the conditions below:

(1) If an executive committee member is found to have embezzled funds belonging to the Organization. (2) (2) If an executive member is absent from consecutive meetings of the Organization without due course during a period of three months.

Section 4 - SETTING OF POLICY

All the ProjectMedina LLC policy shall be in writing having been arrived at by due deliberation by the executive committee.

ProjectMedina LLC is a non-political body which shall not endorsed any political party.

TERMINATION OF ProjectMedina LLC

Section 1

Upon the dissolution of the organization, all 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 a charity organization operating in Michigan on behalf of the Gambians or charity organizations operating in the Gambia. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. The dissolution of this organization however, can only be implemented if we are no longer able to service our debts, or are unable to generate enough funds for the daily functions of the society. A general meeting shall convene to inform all of the situation of the organization and a grace period of a month or two shall be granted upon agreement of at least 60% of the executive to continue under such financial distress. If the vote count failed to meet 60%, then the organization will dissolve. If the votes are more than 60% and our financial situation change for the better during the grace period, then the organization will continue to function. Otherwise, it will dissolve.

Article IV. CONFLICT OF INTEREST

ProjectMedina LLC defines conflict of interest as a conflict between the private interests and official responsibilities of a person in a position of trust. The organization has developed a policy designed to limit possible conflicts of interest. While it is not possible to eliminate all conflict of interest situations, and indeed it may be non-productive so to do, it is important to limit the numbers of those situations in which the professional judgment of an Officer of the Society could be compromised because of the Officer pecuniary interests.

1. A pecuniary interest is a salary, consulting fee, licensing fee, gift, travel expense, loan, free entertainment or entertainment expenses, stock or stock option, free product, or any other monetary or non-monetary payment to the value of at least $50 which is received by the member from a commercial entity. It also includes any benefits received by the member as an officer or director of a commercial organization. Clearly this policy is not directed at all commercial entities but only those providing products or services likely to be affected by actions of the Society.

2. Because the pecuniary interests of an individual and his or her close family members often coincide, the disclosure of any benefits to immediate family member is also requested. The definition of immediate family members includes both common law and de facto husband/wife, sister, brother, mother, father, children, father-in-law, and mother-in-law.

3. The Society believes that disclosure can best be achieved by requesting all members nominated for positions as Officers of the Society to declare any pecuniary interests at the time of their acceptance of nomination. In the first instance, the responsibility for deciding whether to declare a particular activity or interest rests solely with the member.

4. For the purposes of disclosure, only those pecuniary interests (as defined above) which are likely to be affected as a consequence of actions taken by the Society should be disclosed. If there is a doubt as to whether an outside interest represents a conflict of interest, the member should consult the President or the Vice-President of the Society.

5. If an executive (member) considers that he has, or might have, a conflict of interest if appointed to an Office in the Society, he/she must provide the Society with a statement regarding that conflict, or potential conflict, of interest. Before doing so, the member should seek permission from any interested third parties. Example the relevant commercial entity or the immediate family member, to reveal the details of any financial involvement. If permission is not given, or if the member is not prepared to divulge his or her pecuniary interests to the Society, the member will not be eligible for, and must not accept, nomination to a position as an Officer of the Society.

6. The details of member pecuniary interests will be made available to the executive committee.

7. Members who have pecuniary interests likely to be affected by the actions of the Society, and who are Officers of the Society, are requested not to vote on a particular issue if it is believed that their vote may be influenced by the their pecuniary interests. The President or Vice-President of the Society may, in certain circumstances, request a member to refrain from voting if they believe that the member vote could be influenced by the member pecuniary interests.

8. If, during their term as an Officer of the Society a member pecuniary interests change, the member should notify the Society. The member may be required to lodge a new disclosure statement outlining the changes.