Version	Description - Secretary of State Official Records.	Date	By	Reference/review
1.0	First version of the INGA Association Bylaws in its former name as Association of Zairians Friends in California (AZAC)	08/02/97	Incorporator - Baudouin Bulaya	Various pre-existing Zairians Organizations
2.0	Name change from AZAC to INGA Association of Congolese and Friends in Northern California	05/07/98	Board of Directors under the presidency of Pierrot Kashal.	Board Members. Gen. Secretary - Francis Bongi.
3.0	Articles of Incorporation amended for the purpose of seeking IRS 501.0 (3) Tax Exempt Status.	09/15/06	Board of Directors under the presidency of Delphin Kyubwa.	Members' feedbacks Adopted by board members.
4.0	Future Version (see Article 9, Section 1)	09/15/12	Board of Director or General Assembly	Future potential amendment

ARTICLE 1: CREATION, DESIGNATION, AND HEADQUARTER

SECTION 1. Corporation Name

A nonprofit, nonpolitical organization of Congolese and Friends in Northern California is herein known as INGA Association pursuant to Section 6210 of the California Nonprofit Corporation Law.

SECTION 2. Principal Office

The principal office of the corporation for the transaction of its business shall be located in the County where the General Secretary of the organization lives.

SECTION 3. Changes of address

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise.

SECTION 4. Other Offices

INGA ASSOCITATION may also have offices at such other places, with or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, form time to time, designate.

ARTICLE 2: PURPOSES

SECTION 1. Objectives and Purposes

a)    The primary objectives and purposes of INGA ASSOCIATION shall be to provide its members with an opportunity for cultural dialogue, that is, offer or create a supportive environment to members in learning about the society and the culture of the United States while affirming their cultural heritage and values.

b)   The principal mission and goals of the INGA Association are to:

1)      develop a framework of communication, social and moral support among members of our community.

2)      assist members in the task of becoming critically conscious of both their own cultures and the North American cultures in which they now live and serve.

3)      promote the Congolese cultural inheritance while raising awareness of issues facing our country of origin.

INCA Bylaws, Page 3 of 17
INCA Association - Community of Congolese and Friends of Northern California
http://www.ingaassociationma;

ARTICLES 3: ORGANIZATAIONL STRUCTURE

SECTION 1. Structure and Role

INGA Association as an organization is made up of three bodies: The General Assembly, the Board of Directors, and the Council of Local or Regional Coordinators.

SECTION 2: The General Assembly

a)    The general assembly is the supreme decision-making body of the INGA Association. It elects the president and can remove the president from the office.

b)   The general assembly has the right to suspend or revoke the president in the event of wrongdoing, misconduct or mismanagement of the community assets.

c)    The general assembly shall meet at least once per year (2^nd or 3^rd Saturday of February) at the place defined by the Board of Directors. On election year, it shall also meet on 2"^d Saturday of November to elect the president. Any decision of the general assembly is made on simple majority of vote. In the event of urgency, the Board of Directors shall convene an extraordinary session of the General Assembly meeting.

SECTION 3: The Board of Directors

a)      The Board of Directors shall have the role of carrying out the general assembly decisions, setting the vision and directions. In unforeseen situation, the board of directors shall decide on special assistance for a member in need within the framework of the circumstance on a case-by-case basis.

b)      In its mission to act on behalf of the INGA Association in conducting community activities, the Board of Directors shall be divided into branches: Executive Committee and Support Committee. All members of the Board of Directors shall be selected by the president and approved by the General Assembly.

1) The Executive Committee, which shall be of three (3) officers: The president, The General Secretary, and the General Treasure. It is the executive body of the INGA Association.

a)      The Executive Committee shall exert its prerogatives within the limits fixed by these Statutes.

b)      It shall establish the annual budget estimates, which are subjected to the approval of the General Assembly.

c)      The Executive Committee shall manage the affairs of INGA Association develop agendas for both Board of Directors and General Assembly meetings.

d)     The Executive Committee shall meet as often as it deems necessary, but at least once monthly. The meetings are optional or as needed for the members of the Support Committee. The President may call a special meeting of the Executive Committee or a full board of Directors meeting as he/she deems necessary.

2) The Support Committee, which shall:

1) Provide collaborative support and technical advice to the executive committee in the areas that they are entrusted with (Youth, Children, Ladies or Social Events).

2) Appoint an ad hoc independent electoral commission to:

a.         Organize and supervise both general and special elections

b.        The electoral commission shall exist two (2) months before the end of the President term.

c.         The electoral commission shall end its mandate on First Sunday of December, which marks the beginning of the term of the new elected president in the office.

3) Name the liquidators in the event of dissolution of the INGA Association and present them to the General Assembly.

SECTION 4. Local or Regional Council

a)    Member of the regional council known as local or regional coordinators, assist in implementing the vision, goals, and objectives set forth by the Board of Directors.

b)      The local coordinators shall serve as local treasurer and local communication coordinator. They shall coordinate INGA Association local activities and serve as communication-bridge in their local areas.

c)    The local council members are elected in their district for two (2) years-term renewable twice (2). In the event of incompetence or of a serious fault, region's members notify the board of directors in writing and choose a new local council member.

ARTICLE 4: DIRECTORS

SECTION 1. Number of Directors

The corporation shall have seven (7) directors and collectively they shall be known as the Board of Directors. 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. Powers

Subject to the provisions of the California Nonprofit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or peimitted to be taken or approved by the members, the activities and affairs of the INGA

ASSOCIATION corporate powers shall be conducted and exercised by or under the direction of the Board of Directors.

SECTION 3. Duties

The Board of Directors shall:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;

(b)   Appoint and remove, designate and discharge, and except as otherwise provided in these Bylaws, prescribe the duties of all officers;

(c)    Meet at such times and places as required by these Bylaws;

(d)   Register their addresses with the Secretary of the corporation and notices of meetings mailed or faxed to them at such addresses shall be valid notice thereof

SECTION 4. Terms of Office

Each director shall hold office for two (2) years until the next general or special election of the President as specified in these Bylaws, and until his or her successor is elected or qualified.

SECTION 5. Compensation

a)      Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article.

b)      Board members could be individually or collectively honored for outstanding achievement if approved by the members.

SECTION 6. Place of Meetings

a)      Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California, which has been designated from time by resolution of the Board of Directors.

b)      Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another.

c)      In addition to regular meetings, the executive committee shall also utilize modern technological means to conduct day-to-day business or activities of the INGA Association.

SECTION 7. Regular and Annual Meetings

a)    Regular meetings of Directors shall be held on the second Saturday of every three (3) months (January, April, July, and October) beginning at 2:00 P.M or as agreed by the board of directors. Unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.

b)   Quarterly Board of Directors' meetings are open to Local Council members or any member of the INGA Community without right to cast a vote during the meeting.

c)    On the election year, the annual meeting of the general assembly shall be held on the second Saturday in November, at the time and place to be selected by the Board of directors. The members present in accordance with this section shall elect the new President every two (2) years. The candidates receiving the highest number of votes up to

the number of directors to be elected shall be elected. Each member present shall cast one vote with voting being by ballot only.

SECTION 8. Special Meetings

The President, the General Secretary, may call special meetings of the Board of Directors or by any two (2) members of the support committee members, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting

SECTION 9. Notice of Meetings

Regular meetings of the Board may be held without notice. Special meeting of the Board shall be held upon seven (7) days notice by first class mail of seventy-two (72) hours of notice delivered personally or by telephone or email.

SECTION 10. Contents of Notice

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

SECTION 11. Waiver of Notice and Consent to holding Meetings

The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 12. Quorum for Meetings

a)    A quorum shall consist of four (4) members of the board of directors provided there is 50/50 representation of both executive and support committees. Except as otherwise provided in these Bylaws, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and he only motion which the Board Chair or 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.

b)   When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and lace of the adjourned meeting of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 9 of this Article.

c)    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 a withdrawal of directors from the meeting provided that any action thereafter taken must be approved by at least majority of the required quorum for such meeting or

such greater percentage as may be required by law, or the Articles of Incorporation of Bylaws of this corporation.

SECTION 13. Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.

SECTION 14. Conduct of Meetings

Meeting of the Board of Directors shall be managed over by the President of the corporation or, in his or her absence, be the General Secretary of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

SECTION 15. Action by Unanimous written consent without meeting

Any action required or peifflitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was without a meeting and that the Bylaws if this corporation authorizes the directors to so act, and such statement shall be prima facie evidence of such authority.

SECTION 16. Vacancies

a) Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized directors is increased.

b) Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly working director or directors in charge of its affairs.

c) Vacancies on the Board may be filled by appointment any time if the number of directors then in office is less than a quorum, by

(1)     the unanimous written consent of the directors then in office,

(2)     the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waiver of notice complying with this Article of these Bylaws, or

(3)     a sole remaining director.

d) A person appointed to fill a vacancy as provided by this section shall hold office until the next election or until his or her death, resignation or removal from office.

SECTION 17. Non-liability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligation of the INGA ASSOCIATION of Congolese and Friends in California.

SECTION 18. Indemnification - Corporation of Directors, and Other Agents

a)      To the extent that a person who is, or was, a director, officer, employee of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation; or has been successful in defense of any claim, issue expenses actually and reasonably incurred by the person in connection with such proceeding.

b)      If such person either settles any such claim or sustain a judgment against him or her, then indemnification against expenses, judgment, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the corporation but only to the extent allowed by, and in accordance with the requirements of, the California Nonprofit Corporation law.

SECTION 19. Insurance for Corporate Agents

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, other agent of the corporation) against any liability other than for violating provisions of law relating to self dealing (Section 9243 of the California Nonprofit Religious Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agents status as such, whether or not the corporation would have the power to indemnity the agent against such liability under the provisions of the California Nonprofit Corporation Law.

ARTICLE 5: OFFICERS

SECTION 1. Number of Directors

The Officers of the Board of Directors of INGA ASSOCIATION shall be the President, the General Secretary, and General Treasurer plus four (4) Support Committee Members.

SECTION 2. Qualification, Election, and Term of Office

a)      Any active INGA Association member may serve on the Board of Directors or local/regional council.

b)      All board member candidates shall have irreproachable ethics and moral values in the community.

c)      To qualify for presidency, the candidate shall demonstrate strong interest and good understanding of the INGA Association mission, which can be established by serving the community at least one full term on the board of directors or local/regional council and be of Congolese origin.

d)   All appointed officers should serve until the next general or special election or until his or her death, resignation or removal from office.

SECTION 3. Removal and Resignation

a)    The Board of Directors may remove any officer for not duly performing duties assigned to or either with or without cause, at any time.

b)   Any officer subject to irreproachable ethics, misconduct or moral issues, or intentional act of deviating the association from its mission or mismanagement of the community assets shall be removed from office, at any time provided there is a quorum, except the president who can only be removed or recalled by the general assembly in a special recall election approved by two-third (2/3) vote of the regional council coordinators.

c)    Any officer may resign at any time by giving written notice to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be supersede by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

d)   In case of the removal of the president from office or of his death or resignation, the general secretary shall become acting president until general elections are held.

SECTION 4. Vacancies

Any vacancy caused by the death, resignations, removal, disqualification, or otherwise, the Board of Directors shall fill officer. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President.

SECTION 5. Duties of the President

a)    The president shall be the Chief Executive Officer (CEO) and chair of the Board of Directors of the INGA ASSOCIATION. The president is the oath-officer of the INGA Association Bylaws, which he/she shall respect in performing any and all duties entrusted with by the articles of corporation.

b)   The president of INGA Association shall be elected for a two (2) years term renewable only once. Former president shall run for only one (1) nonrenewable term if had previously served two consecutive or alternate terms. No one shall ever serve more than three (3) terms in office as president of the INGA Association.

c)    The President shall supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as maybe required by law, by the Articles of Incorporation of his corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.

d)   Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors as well as the community general assembly meetings. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the same of the corporation, or by these Bylaws, he or she shall, in the same if the corporation, execute such deeds, mortgages, bonds, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 6. Duties of the General Secretary

a)    The General Secretary is the second in command executive officer of the INGA Association, as such shall certify and keep at the principal office of the corporation original copies including copy of these Bylaws as amended or otherwise altered to date. In the absence of the president, the general secretary shall act as the interim.

b)   Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the general assembly, board of directors, and executive committee, with records of their time and place of holding, whether regular of special, how was called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

c)    See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be custodian of records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws.

d)   Exhibit at all reasonable times to any director of the corporation, or to his or her agent to attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

e)    In general, perform all duties incident of the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 7. Duties of the General Treasurer

a)    Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the general Treasurer shall as act as the Chief Financial Officer.

b)   The general treasurer has charge and custody of, and shall be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

c)    Receives, and gives receipt for, monies due and payable to the corporation from any source whatsoever. Keep and maintain adequate and correct accounts of the corporation's

properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains and losses.

d)   Exhibits at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. Prepare all financial statement or cause to be presented, and certify, or cause to be certified, the financial statements to be included in any required reports.

e)    In general, performs all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him of her from time to time by the Board of Directors.

SECTION 8. Duties of the Regional Councils

a) Members of the local or regional councils are EX-OFFICIO members of the Board of Directors, which means they shall attend board meetings, but have no voting right. Serve as technical consultant branch of the board of directors.

b) As the grass-root line of the community leadership, Local or Regional Council members shall also serve as independent community monitors or auditors on the president's overall performance. In the event of mismanagement or crisis in the community, the members of the local council can form an emergency committee and call a special election within 60 days.

c) Local council boundary can change from time to time. Currently the regional councils are subdivided into following geographical areas:

1.  Antioch/Pitts Burg/Oakland and vicinity

2.  Patterson/Stockton and Vicinity

3.  Sacramento and vicinity

4.  San Jose/Salinas/Fremont and vicinity

5.  San Francisco/Hercules/Vallejo and vicinity

d) Local coordinators serve as the local treasurer and communication coordinator. Both shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of heir regular duties as specified in article 4 of these Bylaws.

ARTICLE 6: COMMITTEES' ROLE

SECTION 1. Executive Committee

a) The Board of Directors shall have three (3) of its members serve as Executive Officers of this corporation within the Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of day-to-day business and activities of the corporation, except with respect to:

1)        The approval if any action which, under law or provisions of these Bylaws, requires the approval of the full board members or of a majority of all of the members.

2)        The filling of vacancies on the Board or on any committee that has the authority of the full Board.

3)        The fixing of compensation of the directors for serving on the Board or on any committee.

4)        Initiate the amendment or repeal of Bylaws or the adoption of new Bylaws.

5)        The amendment or repeal or any resolution for the Board that by its express terms is not so amendable or repeatable.

b) By a majority vote of its members then in office, the Board may at any time revoke or modify any or all the authority so delegated, increase or decrease but not below three (3) the number of its members, and fill vacancies therein from the members of the Board. The committee shall keep regular minutes of its proceedings, cause them to be filled with the corporate records, and report the same to the Board from time to time as the Board may require.

SECTION 2. Support Committees

a)      The Support Committee shall provide technical support, advice, inputs, and audits to the Executive Committee without any oversight responsibilities. Members of the Support Committee should be distinguished individuals with demonstrated personal/professional success in their fields and with strong interest in the missions of the INGA Association.

b)      The corporation shall have a technical support committee consisting only four (4) members on the Board of Directors. As member of the Board of Directors, the support committee shall act in a technical advisory capacity to the executive committee and each member shall clearly be in charge one of the four (4) following support committees:

1)        Youth Committee (YC) represented by a youth,

2)        Ladies Committee (LC) represented by a lady,

3)        Children Committee (CC),

4)        Social Events Committee (SEC).

SECTION 3. Meetings and Action of the Board

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also fix the time for special meetings of the committee. The Board of Directors may also adopt rules and regulations pertaining to the product of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

ARTICLE 7:

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power of authority to bind the corporation by any contract or engagement or the pledged its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the President and the General Secretary of the Corporation.

SECTION 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may elect.

SECTION 4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, or devise for the purposes of his corporation.

ARTICLE 8. CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. Maintenance of Corporate Records

The corporation shall keep at its principal office in the State of California:

(a)      Minutes of all meetings of directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b)     Adequate and correct books and records of account, including accounts of its properties and business transaction and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c)      A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d) A copy of the corporation's Articles of incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

SECTION 2. Corporate Seal

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. Board Members' Audit and Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

SECTION 4. Members' Inspection or Audit Rights

If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

(a)    To inspect and copy the record of all financial activities and voting right, at reasonable times, upon five (5) business days' prior written demand to the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b)   To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.

SESCTION 5. Rights to Copy and Make Extracts

Any inspection under the provisions of this Article, or the right to copy and make extracts, may be made in person or by agent authorized by these Bylaws.

ARTICLE 9: AMENDMENT OF BYLAWS

SECTION 1. Amendments

Subject to any provision of law applicable to the amendment of Bylaws of nonprofit corporations, the Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted once every six-year.

(a)      Subject to the power of INGA Association's members, if any, to change and repeal these Bylaws under Section 9150 of the Corporations Code, requires approval of two-third (2/3) members of the Board of Directors and provided such Bylaws amendment would not adversely affect the rights of members. Otherwise such Bylaws amendment initiative may not be adopted, amended, or repealed except as provided in subparagraph

(b)     By approval of the members, if any, of this corporation.

ARTICLE 10: AMENDMENT OF ARTICLES

SECTION 1. Amendment of Articles before and after admission of Members

Before and after any members have been admitted to the INGA ASSOCIATION of Congolese and Friends in California, any amendment of the Articles of Incorporation may be adopted general assembly for approval of the Board of Directors.

SECTION 2. Amendment of Articles of Incorporation

Any amendments of the Articles of Incorporation shall be reviewed by the general assembly for adoption and approved by the Board of Directors of this corporation.

ARTICLE 11:

PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

a)  No member, director, officer, employee or other person connected with this corporation, or any private individual, at any time or on dissolution of this corporation, shall receive at any time any of the corporation assets, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services perfouned for the corporation in effecting any of its purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.

b)  All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs or the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be donated as required by the Articles of Incorporation of this corporation to another nonprofit public corporation.