Article I
Name

1. The name of this corporation shall be The Dengue Relief Foundation herein after referred to as D.R.F.
2. The D.R.F. is organized pursuant to the General Nonprofit Corporation Law of the State of California.

Article II
Purpose

The purpose of here said corporation is international economic relief in the area of infectious diseases, specifically with the study and prevention of Dengue in Latin America. The primary goals of the corporation can be further divided into two subsets both educational and economic relief.

Educational: The study of dengue and the economic impact of the virus on specific Latin American countries. Funds shall be allocated in such a manner as to support the acquisition of statistical data and research materials to further elucidate the economic impact of Dengue on the specific Latin American countries.

Economic relief: The Corporation will concern itself with the expressed intention of providing financial aid to specific organizations and gubernatorial Ministries of Public Health in specified countries. The economic aid will be allocated in a fashion such that preventive strategies and surveillance of dengue are paramount thereby attempting to reduce the disease burden through economic means.

Article III
Nondiscrimination

This organization shall be nonprofit and nonsectarian. There shall be no discrimination as to race, creed, color, sex, age or national origin.

Article IV
Principal Office

The principal office for the transaction of business of this organization shall be located in Sonoma County, California at:

327 Pacific Heights
Santa Rosa, CA 95403

Article V
Board of Directors

Section 1 • Number of Directors

There shall be a Board of Directors for D.R.F. and it shall be composed of at least 5 members. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

Section 2 • Compensation

Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in the acquisition of research materials through international endeavors or otherwise. In addition they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties. Directors may not be compensated for rendering services to the corporation in any capacity other than director, unless such other compensation is reasonable and is allowable under the provisions of Article II of these Bylaws.

Section 3 • Annual Meeting

The annual meeting of the corporation shall be held on June first, at twelve noon unless such a day falls on a legal holiday, in which event the regular meeting will be held on the next business day. Directors shall be elected by the Board of Directors, in accordance with this section. The candidates receiving the highest number of votes, up to the number of directors, shall be elected. Each director shall cast one vote, with voting being by ballot only.

Section 4 • Term of Office

1. The term of office for each Director shall be for two years.
2. Each Director shall hold office until the next meeting for election of the Board of Directors as specified by these Bylaws, and or until his or her successor is elected.

Section 5 • Powers and Duties

1. The Affairs for the Corporation shall be directed and managed by the Board of Directors.
2. The Board of Directors shall have the power to:

1. Make contracts.
2. Borrow money, contract debts and issue bonds.
3. Hold funds in trust.
4. Receive and dispose of property.
5. Establish all personnel, fiscal and administrative policies and procedures.
6. Hire and fire the Director of any program under its jurisdiction.
7. Determine priorities
8. Develop, or cause to be developed, programs in response to assessed needs and problems.
9. Seek funding for needed programs and projects.
10. Meet at such times and places as required by these Bylaws.
11. Perform any and all duties imposed on them collectively or individually, by the Articles of Incorporation of the corporation.
12. Amend, repeal Bylaws or adoption of new Bylaws.

Section 6 • Non-liability of Directors

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

Section 7 • Nominations and Elections

1. The quorum for the annual meeting shall be 51% of the Directors in good standing.

Section 8 • Vacancies

1. Vacancies on the Board of Directors shall be filled by a majority vote of the Directors present at a meeting called for that purpose. A successor Director so elected shall serve for the unexpired remainder of the term.

Section 9 • Automatic Removal

1. If a Director misses three consecutive meetings of the Board of Directors without proper and valid excuses having been made to the Chairperson, the Board shall declare the Director vacant.
2. Any vacancy which occurs as a results of action taken under (A) above shall be filled according to the procedures established in Section 3, Article VI.
3. The Secretary shall notify the Director in question in writing or impending action as is described in (A) above after the Director has missed his/her second, consecutive unexcused meeting.

Section 10 • Removal

A Director may be removed from office by a 2/3 vote of the members at a meeting called for that purpose. A quorum shall be of the Directors in good standing.

Article VI
Officers

Section 1 • Officers

1. The Officers of the Organization shall be:
   
   (Co) Chairman
   David Copenhaver Alvarado
   327 Pacific Heights
   Santa Rosa, CA 95403
   
   (Co) Chairman
   Luis Sandoval Anaya
   519 S. Pacific Ave.
   Santa Ana, CA 92703
   
   (Vice Chairman)
   Rajan Kulkarni
   11632 Butterfield Street
   Loma Linda CA 92354
   
   (Officer)
   Teresita Sandoval Anaya
   519 S. Pacific Ave.
   Santa Ana, CA 92703
   
   (Officer)
   Amanda Copenhaver
   327 Pacific Heights
   Santa Rosa CA 95403
   
   (Officer)
   Erika Copenhaver
   327 Pacific Heights
   Santa Rosa CA 95403

2. The Officers will be elected by the Board of Directors at their first meeting after the June annual meeting.

Section 2 • Term of Office

The terms of office of any person elected to be an officer of the Organization shall be simultaneous with the term of office of that person as a member of the Board of Directors.

Section 3 • Vacancies

A vacancy in any office shall be filled by the majority vote of the members of the Board of Directors. A successor Officer so elected shall serve for the unexpired term of the predecessor.

Section 4 • Removal

An officer may be removed form office by a 2/3 vote of the Board of Directors at a meeting called for that purpose.

Section 5 • Effect of Removal of Officers

1. A vacancy occurring in any Directorship shall mean automatically that the office held by that Director is also vacant.
2. The removal of any person as a Director shall mean automatically that that person is also removed.

Article VII
Meetings

Section 1 • Annual Meeting

There shall be an annual meeting of the Directors of the Organization on June first of each year for the purposes of electing the Board of Directors. The precise time and place of the annual meeting shall be established by the Board of Directors. Appropriate notice of such annual meetings shall be posted.

Section 2 • Regular meetings

Regular meetings of the Board of Directors shall be held every four months except for July and December. All other meetings of the Board of Directors shall be considered special meetings and shall require prior notification to the members of the Board of Directors. Appropriate notice of all regular meetings of the Board of the Directors shall be sent to each of the members of the Board of Directors.

Section 4 • Quorum Requirements

1. Annual Meetings. The quorum for the annual meeting shall be 51% of the directors in good standing.
2. Quorum for Meetings. A quorum shall consist of a majority of the slots actually filled with Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of the Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereto defined, is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board. When a meeting is adjourned for a lack of quorum, notice of the adjourned meeting shall be given as in the case of special meetings. Members present at a meeting of the Board where a quorum is lacking may elect to do business as a committee and make recommendations to the Board of Directors. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to withdrawal of the Directors from the meeting, provided that any action taken must be approved by at least a majority of the required quorum.

Article VIII
Fiscal Year

Section 1 • Fiscal year of the Corporation

The fiscal year of the Corporation shall begin on the first day of January and end on the 31st of December of each year.

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We, the undersigned, are all the persons named as the initial directors in the Articles of Incorporation of Dengue Relief Foundation, a California nonprofit corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 7 pages, as the Bylaws of this corporation.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.