Society to Empower People

“Article 6: ORGANIZATION The members in good standing, who are qualified to vote as defined in Section 7.04.3, shall elect the Board of Directors known as (BOD) to run the affairs of the STEP on its behalf. The BOD elects its President and other officers from among its members by general consensus. The BOD forms various standing and ad-hoc committees to implement the STEP policies and BODs decisions. The President appoints the head of each committee from BOD, and/or from the active membership as indicated in these bylaws”

“Section 11.04 Additional Officers The Board may empower the President to appoint or remove such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine. Section 14.07 Composition and Duties of Standing Committees Unless otherwise indicated, most Standing Committees shall consist of a Chair to be appointed by the President of the BOD with the approval of the BOD. The chair of each committee shall appoint one or more members of the STEP or other resource persons to assist in achieving the goals of the committee.”

“Section 10.03 Powers and Duties Subject to the provisions of the Articles of Incorporation of the Corporation (the Articles of Incorporation), Virginia Nonprofit Corporation Law and any other applicable laws, the business and affairs of the STEP shall be managed, and all corporate powers shall be exercised, by or under the direction of the BOD on the behalf of general membership. The BOD may delegate the management of the activities of the Corporation to any person or persons, or committee however composed, provided that the activities and affairs of the Corporation shall be managed, and all corporate powers shall be exercised under the ultimate direction of the BOD. It shall be the duty of the BOD to: a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws. b) 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 employees of the Corporation. c) The BOD may hire and dismiss Executive Director and/or senior staff of the corporation. Employee(s) shall be responsible and accountable to the Board of Directors at all times. The BOD shall decide on the compensation of said employee(s) and shall be included on the annual budget. d) The President of the BOD supervises the executive directors and officers of the Corporation to assure that their duties are performed in accordance with the directions, goals, short and long-term planning set by the corporation. e) Actively pursue fund-raising on an ongoing basis for capital improvement projects, operations, and special projects. f) Meet regularly at such times and places as required by these Bylaws. g) Register their addresses with the Secretary of the Corporation, and notices of meetings mailed, e-mailed, or faxed to them at such addresses shall be valid notices thereof. h) Approve the membership list on yearly basis no later than 60 days prior to Election Day. All Directors shall engage themselves in personal level with the community members to increase the STEPs membership. i) Approve and oversee the annual budget of the Corporation. The BOD shall appoint an independent Certified Public Accountant (CPA) to review and/or audit the accounts of the Corporation in conformity with generally accepted auditing standards at minimum of every two years or as decided by the BOD. The President or Chief Financial Officer shall present the annual financial statement to the GB Meeting. j) Except for emergencies where the following procedure is not viable, the Board shall not expend an amount greater than ten percent (10%) in excess of the total budget most recently approved by members at the annual meeting or special meeting, any financial arrangement which exceeds the said amount shall be approved by the general membership. k) Ratify all contracts for the purchase, sale, or transfer of Real Estate. l) The Board shall conduct an annual meeting at the end of the Fiscal Year at which any hiring of officers or Directors could take place as needed.”

“The Governing body of STEP convened, went through each of the 990 Parts and discussed the answers documented on the tax form and agreed it be correct and free of errors”

“BYLAWS EXHIBIT A - CONFLICT OF INTEREST POLICY The following resolutions are hereby adopted by Society to Empower People (STEP ) in order to avoid any conflict of interest when engaging in transactions with Board members or other insiders. Article I Purpose The purpose of the conflict of interest policy is to protect this tax-exempt organizations 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 Article II Definitions 1. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 2. Financial Interest 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 A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 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 Article III, Section 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. 1.Duty to Disclose2.Determining Whether a Conflict of Interest Exists 3.Procedures for Addressing the Conflict of Interest 4.Violations of the Conflicts of Interest Policy Article III Procedures Board members have a fiduciary duty to conduct themselves without conflict to the interests of STEP . In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of STEP . 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. 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. 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 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 Organizations 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. e)If the governing board or comm”

“No salary for any US staff or BOD members as they all work on volunteer base up until now. If STEP will hire paid staff here in US, salaries will be fixed by BOD as mentioned in STEP bylaw Section 13.05, 13.05.01 and 1305.02 and paid based on STEP Finance Manual clauses 4.8, 4.9 and 4.10 copied below: Section 13.05 Compensation 13.05.1 Salaries Fixed by Board The Executive Directors compensation shall be fixed by the BOD or by the person or Committee to whom the Board has delegated this function and shall be included in the budget presented to the general membership for approval at the annual meeting as stipulated in these bylaws. Salaries received by staff shall be reasonable and given in the public benefit purposes of the Corporation. 13.05.2 Fairness of Compensation The Board shall periodically review the fairness of compensation, including benefits, paid to the staff (i) once the staff is hired; (ii) upon any extension or renewal of the staffs term of employment; and (iii) when the staffs compensation is modified (unless all employees are subject to the same general modification of compensation). 4.8 Payment of Salary Payment of salary requires the following steps and procedures: a. Written policies and procedure should be in place for use by staff preparation the payroll b. Payment of Salary should be prepared based on current terms, conditions and rates applicable to the employee and time sheet submitted for each pay period Payment of salary should indicate calculations for all staff (full time, part time or casual) paid salary or wages. c. Time sheet should be signed by employee and supervisor directly responsible for the employee attendance and performance. f. Salary will normally be transferred to employees bank accounts and will on cash payment for the short term employees. 4.9 Payment for Services Payment for services requires the following steps and procedures: a. Service contract indicating the service description, wages and its rate payment method and frequencies together with payment terms and conditions b. Service completion certificate for a task oriented contracts indicating the successful d. A notification and approval of the service provider to release payment is required in any situation. e. An approved payment voucher. 4.10 Payment for Consultancy The procedure for payment of consultancy is pretty much the same as for other services. It is useful to consider the following while payment for consultancy: a. To check for the consultancy contract. The consultancy contract shall reflect all the terms and conditions of the consultancy together with the consultancy rate, benefits and other provisions. The consultancy contract shall also indicate the currency of payment c. Time attendance report if the consultancy contract is a time oriented contract. d. Notification and approval of the consultants supervise to release payment is a must in any situation. e. An approved payment voucher.”

“No salary for any US staff or BOD members as they all work on volunteer base up until now. If STEP will hire paid staff here in US, salaries will be fixed by BOD as mentioned in STEP bylaw Section 13.05, 13.05.01 and 1305.02 and paid based on STEP Finance Manual clauses 4.8, 4.9 and 4.10”

“STEP Outreach committee is responsible to connect with the community based on STEP Bylaw Section 14.07.03 copied below: 14.07.3 Outreach Committee The committee is responsible for reaching out to the general community. The committee will educate member of the public by publications, videos, exhibitions, and programs about the vision, mission, goals and objectives of STEP. This committee also creates a network of professionals and provide forums to meet and greet and cooperate with each other.”