ARTICLE I - MEMBERSHIP

Section 1. Any person who has an interest in AAMAN's, mission may become a member upon payment of annual dues as fixed by these Bylaws.

Section 2. Each membership shall be entitled to one vote on each matter at any meeting of the members. Only members in good standing are eligible to vote. No voting by proxy or mail shall be permitted.

Section 3. The Founder, by affirmative vote of a majority of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership or suspend or expel any member who shall be in default in the payment of dues for the period fixed in ARTICLE XII, Section 2 of these Bylaws.

Section 4. Good Standing shall consist of having met all requirements of membership. Dues are current or Due's Coupon are current. Attend all meetings, maintain good personal and community conduct, and comply with AAMAN's rules, mission and By-Laws.

Section 5. Bad Standing shall consist of having not met all requirements. Dues are not current as described in ARTICLE XII Section 2. Not present at (2) two consecutive meetings. Having (2) two criminal convictions or unlawful behavior after membership and not conducting themselves in a manor consistent with AAMAN's rules, mission, and By-Laws as described in ARTICLE X Sections 1, 2, 3, and 4.

Section 6. Membership in AAMAN is not transferable or assignable.

Section 7. Associate membership is reserved for individuals, foundations, businesses, corporations or other legal entities interested in promoting AAMAN while being marketed by AAMAN.

ARTICLE II - MEETINGS of MEMBERS

Section 1. Meetings of the members shall be held at a time and place designated by the Founder, for the purpose of electing officers and for the transaction of such other business as may come before the meeting.

Section 2. The Founder, Board of Directors, or not less than one-tenth of the members may call special meetings of the members.

Section 3. The Founder may designate any place, within the State of Wisconsin or Minnesota, as the place of meeting for any regular meeting or for any special meeting called by the Founder or Board of Directors. If all the Board members meet at any time and place, either within or without the State of Wisconsin, and consent to the holding of a meeting, such meeting shall be valid without call or notice, or at such meeting any corporate action may be taken.

Section 4. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail or by e-mail, at least ten (10) days prior to the meeting, to each member entitled to vote at such meeting, by or at the direction of the Founder, the Co-founder, the Secretary or Board Member calling the meeting. In case of special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of AAMAN, with postage thereon prepaid.

Section 5. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by a quorum of the members entitled to vote with respect to the subject matter thereof.

Section 6. A quorum for the transaction of business at any meeting of the members of AAMAN shall be four (4) members in good standing. If a quorum is not present at any meeting of members, a majority of the members present may recess or adjourn the meeting to another time without further notice.

ARTICLE III - BOARD of DIRECTORS RESPONSIBILITY

-Determine AAMAN's mission and purposes
-Select the executive staff through an appropriate process
-Provide ongoing support and guidance for the CEO
-Ensure effective organizational planning
-Ensure adequate resources
-Manage resources effectively (the buck stops with them, ultimately)
-Determine and monitor AAMAN's programs and services
-Enhance AAMAN's public image
-Serve as a court of appeal
-Assess it's own performance

Section 1. AAMAN's CEO/Founder and Board of Directors shall manage all affairs of AAMAN. The Board will consist of seven (7) members: the Co-founder, (4) Elected Officers and (2) members from the community (1-Minnesota & 1-Wisconsin).

Section 2. Four of the Board of Directors shall be elected for a two-year term and the remaining members, with the exception of the CEO/Founder and Co-founder, shall serve consecutive terms, but may be replaced in the manner provided in Article III, Section 9 of these Bylaws.

Section 3. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately after, and at the same place as, the regular meeting of members. The board of Directors may provide by resolution the time and place, either within or without the State of Wisconsin or Minnesota for the holding of additional regular meetings of the board without other notice than such resolution. The Officers shall be elected at the regular meeting and take office, following the meeting.

Section 4. Special meetings of the Board of Directors may be called or at the request of the Founder or any four (4) Board of Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Wisconsin or Minnesota as the place for holding any special meeting of the board called by them.

Section 5. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail or e-mail to each Director at his/her address as shown by the records of AAMAN. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notices of such meeting, unless specifically required by law or by these Bylaws.

Section 6. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may recess or adjourn the meeting to another time without further notice.

Section 7. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 8. Board of Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board and reimbursement for other incidental out-of-pocket expenses.

Section 9. The Board of Directors shall fill any vacancy occurring in the Board of Directors. A Director elected to fill a vacancy shall be elected for the un-expired term of his/her predecessor in office.

Section 10. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 11. The Founder, Co-founder or Board of Directors may also appoint five (5) members to a Board of Advisors, which shall serve in an ex-officio capacity with no voting eligibility. Such advisors shall serve at the pleasure of the Board of Directors.

ARTICLE IV - OFFICERS

Section 1. The officers of AAMAN shall be the CEO/Founder, Co-Founder, Board President, Vice President, Secretary, and Treasurer.

Section 2. The Board of Directors at regular meetings of the Board of Directors shall elect the officers of AAMAN. Elected officers shall serve terms of (2) two years each. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified. All officers shall be selected from among the members in Good Standing.

Section 3. Any officer elected by the Board of Directors or appointed by the Founder or Co-founder may be removed by the Founder whenever, in his judgment the best interests of AAMAN would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the un-expired portion of the term.

Section 5. The Founder shall be the Chief Executive Officer of AAMAN, shall preside at all meetings of AAMAN, of the Board of Directors and the Executive committee(s) and in general he shall perform all duties incident to the position of Founder. The CEO/Founder has Exclusive Vito Powers.

Section 6. The Co-Founder in the absence of the CEO/Founder shall perform the duties of the CEO/Founder, and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO/Founder. Shall be a member of the Board of Directors and shall serve as its Chairman. Shall be responsible for the general supervision of the affairs of AAMAN within the policy guidance established by the CEO/Founder and the Board of Directors. Shall have the authority to establish appointive offices, such as the Special Events Chairman, the Fund Drive Chairman, and others as the need arises. Appointed offices are not voting members of AAMAN Board of Directors. Shall serve as the primary interface between AAMAN and the public, media and corporate sponsors.

Section 7. The President shall be a Regular or Associate or Foundation member of AAMAN and be a member of the Board of Directors. The President shall act as its Chairman in the absence of the CEO/Founder and Co-Founder. Shall prepare the annual operating schedule of AAMAN and implement it when approved by the Board of Directors. Shall maintain oversight of all committees, Constitution and Bylaws; Nominations and Elections; Audit; Membership; and annual events (with the Directors). Shall review applications for membership and recommend to the Board of Directors the awarding of Associate or Honorary Memberships, as appropriate. Shall be responsible for succession planning for the Board of Directors for the next election cycle and to fill immediate Board of Directors vacancies. 

Section 8. The Vice-President shall be a Regular member of AAMAN and be a member of the Board of Directors. The Vice-President shall act as its Chairman in the absence of the CEO/Founder, Co-Founder and President. Shall prepare the annual operating schedule of AAMAN and implement it when approved by the Board of Directors. Shall maintain oversight of all committees, Constitution and Bylaws; Nominations and Elections; Audit; Membership; and annual events (with the Directors). Shall review applications for membership and recommend to the Board of Directors the awarding of Associate or Honorary Memberships, as appropriate. Shall be responsible for succession planning for the Board of Directors for the next election cycle and to fill immediate Board of Directors vacancies. 

Section 9. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of AAMAN's records; keep a register of the post office address of each member, which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Founder or by the Board of Directors.

Section 10. The Treasurer shall have charge and custody of and be responsible for all funds and securities of AAMAN; receive and give receipts for monies due and payable to AAMAN from any source whatsoever, and deposit all such monies in the name of AAMAN in such banks or other depositories as shall be selected in accordance with these By-Laws. He/she shall give bond, at the expense of AAMAN, in such amount, form and with such surety as may be required by the Board of Directors.

Section 11. The Chair shall serve as the Leader, facilitator, and team builder for the committee. Be the principal architect and integrator of the committee's report and adviser to the study director on the management of the project and Chief spokesperson in representing the committee to reviewers, sponsors, and the public.

Section 12. The Sergeant At-Arms shall: Before the Meeting:
The Sergeant-at-Arms is responsible for setting the tone for the meeting and to getting started on time. At the Meeting: Make sure the room is set up. Assigning someone to assist you in greeting the guests is a good idea. Greet all guests as they arrive and present them to an AAMAN member who should obtain a bit of background information, how they found out about AAMAN, etc. to use in their introductions. Responsibilities during the meeting include: Declare the meeting open. Announce any program changes. Introduce the Founder.

Section 13. The Directors shall perform his/her duties as defined by the Board of Directors. Directors have the privilege to submit their program duties, specifications and day-to-day operations to the Board or Founder for final approval.

ARTICLE V - COMMITTEES

Section 1. A nominating committee comprised of three (3) members of AAMAN shall be elected by the general membership at a regular meeting to serve for (2) two years. The Nominating Committee shall propose a name or names of nominees for Directors at the next regular meeting of the members.

Section 2. The Founder shall also appoint the members of such other committees as the Founder or the Board of Directors may deem necessary. The members of such committees shall serve at the pleasure of the Founder.

ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS, FUNDS, GRANTS, and LOANS

Section 1. The Board of Directors may authorize any officer or officers, agent or agents of AAMAN, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of AAMAN, and such authority may be general or confined to specific instances.

Section 2. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of AAMAN, shall be signed by either the CEO/Founder or Co-founder or person appointed by the CEO/Founder or Co-founder of AAMAN.

Section 3. All funds of AAMAN shall be deposited from time to time to the credit of AAMAN in such banks or other depositories as the Founder or Board of Directors may select.

Section 4. AAMAN may accept any money or property, grants or portions thereof from any member, producer, individual, foundation, business, corporation, or other legal entity as approved by the Founder or Board of Directors.

Section 5. AAMAN may accept loans, gifts or portions thereof from any member, producer, individual, foundation, business, corporation, or other legal entity as approved by the Founder or Board of Directors.

ARTICLE VII - OFFICES

Section 1. The principal offices of AAMAN are in the State of Minnesota and Wisconsin shall be located in the town of Winona, County of Winona, MN and town of La Crosse/Onalaska, County of La Crosse, WI. AAMAN may have such other offices, either within or without the State of Wisconsin or Minnesota as the Founder or the Board of Directors may determine or as the affairs of AAMAN may require from time to time.

Section 2. AAMAN shall have and continuously maintain in the State of Minnesota and Wisconsin a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal offices in the State of Minnesota and Wisconsin, and the Founder may change the address of the registered offices from time to time.

ARTICLE VIII - CERTIFICATES of MEMBERSHIP

Section 1. The Founder, Co-founder or Board of Directors may provide for the issuance of certificates evidencing membership in AAMAN, which shall be in such form as may be determined by the Founder. The name and address of each member and the date of issuance of the certificate bearing the Corporate Seal of AAMAN shall be entered on the records of AAMAN.

ARTICLE IX - BOOKS and RECORDS

Section 1. AAMAN shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and shall keep the registered or principal offices a record giving the names and addresses of the members.

ARTICLE X - CODE OF CONDUCT

Section 1. All members shall abide by ALL local, state, federal laws and AAMAN's By-Laws and may not compete with or against AAMAN in any form during membership or 3-years after membership.

Section 2. Charges of professional dishonesty, working against the principles and purpose of AAMAN and/or injuring the professional standing of a member or AAMAN may be field in a written statement signed by three (3) members in "Good Standing" and sent to the Board of Directors for disciplinary actions and/or Civil Lawsuit and Actions may be brought against you at your expense.

Section 3. The accused member shall be notified in writing of the action and shall have the privilege if being present at a special or regular meeting of the Board, at which the charges can be addressed. The member can be suspended by a two-thirds vote or expelled by the Founder or Co-founder.

Section 4. AAMAN members shall not disclose any information from any meetings to the public, Press or Media without oral or written permission from the CEO/Founder, Co-founder or Board. Any violation of confidentiality will be cause for termination of membership.

ARTICLE XI - FISCAL YEAR

Section 1. The fiscal year of AAMAN shall begin on the first day of January and end on the last day of December.

ARTICLE XII - DUES

Section 1. The due date for paying your dues is January 2^nd of each year regardless of the date of membership; unless membership began in December, dues will commence in January. Annual dues shall be $25.00, payable to AAMAN and is considered late after January 15^th.

Section 2. Any member shall be in default and not in "Good Standing" if payment of dues is not received 15 days after due date. The Founder or Co-founder may thereupon terminate membership in the manner provided in ARTICLE I, Section 3 of these Bylaws.

ARTICLE XIII - CONFLICT OF INTEREST

Section 1. The purpose of this conflict of interest policy is to protect this tax-exempt corporation'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 corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. 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. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, and AAMAN's non-compete violations, who has a direct or indirect financial interest, as defined below, is an interested person.
 
Section 3. Financial Interest/Non-compete. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the corporation has a transaction or        arrangement,
2. A compensation arrangement with the corporation or with any entity or individual with which the      corporation has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or        individual with which the corporation is negotiating a transaction or arrangement.
4. Establish program(s) or service(s) within a (3) three-year period of membership or ex-membership that directory or indirectly competes with AAMAN.

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 4, paragraph b, 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 4. Conflict of Interest Avoidance Procedures:
a. 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.

b. 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.

c. Procedures for Addressing the Conflict of Interest. 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. 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.

After exercising due diligence, the governing board or committee shall determine whether the corporation 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. 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 corporation'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.

d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member or ex-member has failed to disclose actual or possible conflicts of interest, it shall inform the member or ex-member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

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 legal, disciplinary and corrective action.

ARTICLE XIV - NONDISCRIMINATION POLICY

Section 1. The African American Mutual Assistance Network, Inc. prohibits discrimination on the basis of race, color, religion, creed, sex, age, marital status, national origin, mental or physical disability, political belief or affiliation, veteran status, or sexual orientation and any other class of individuals protected from discrimination under state or federal law in any aspect of the access to, admission, or treatment of individuals in its programs and activities, or in employment and application for employment. Furthermore, AAMAN policy includes prohibitions of harassment of members, individuals and employees, i.e., racial harassment, sexual harassment, and retaliation for filing complaints of discrimination.

Section 2. Affirmative Action in employment is required for women; racial and ethnic minorities; special disabled veterans, veterans of the Vietnam era, disabled veterans, recently separated veterans, other protected veterans, Armed Forces service medal veterans, and any other veterans who served on active duty during a war or in a campaign or expedition for which a campaign badge had been authorized; and individuals with disabilities in order to address under-representation in the workforce.

ARTICLE XV - RULES OF ORDER

Section 1. Roberts Rules of Order shall be followed at all meeting of members and at all meetings of the Board of Directors, unless other wise stated in these Bylaws.

ARTICLE XVI - AMENDMENTS TO BYLAWS

Section 1. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a quorum of the members present at any regular meeting or at any special meeting, if at least ten (10) days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.

Section 2. These Bylaws adopted by the Board of Directors at the organizational meeting thereof held in Winona, Minnesota,

On the: _13th___ Day of: __January_____ 2006.

IN WITNESS WHEREOF, the CEO/Founder hereby executes these Bylaws after being duly voted upon and adopted,

On the: _13th____ Day of: __January_____ 2006.