Effective in August 12, 2002 ; the name of this non-for profit corporation shall be The EVE-olution(*) Foundation (referred to as "the Foundation") and the lable of the Foundation.

ARTICLE 2- Mission and Goal of the Foundation:

Definition: The EVE-olution Foundation, is an “alternate” channel to reach the UN Millennium Development Goals by using a bottom up strategy focusing on women entrepreneurs .

Mission: To empower women entrepreneurs in developing countries by using a world-wide network of retired executive, who will serve as coaches.

As a result oriented Foundation, EVE-olution will continuously monitor the performance of the operations according to the following criteria:

(a) by increasing number of the women entrepreneur
(b) by maximizing their performance (focus: export)

Goal: To increase the number of self-sufficiency women entrepreneurs so that they can have a positive influence on other women in their country and that they can exert influence on the decision-making process in their countries to reach Millennium Development Goals

Women must have a say on issues related to their children, such as the water they drink, the food they eat, the air they breathe, the soil on which they play.



ARTICLE 3. Registered office and agent

Section 1.
The Foundation shall establish and continuously maintain an office registered in the state of Delaware, and may establish other offices within or out of the state of Delaware as the Trustees may from time to time determine.

Section 2.

US HQ:
4406 Tennyson Road, Wilmington, New Castle, DL (Register Office)
46 State street, 3rd floor, Albany, NY (Head Office)
2121 Locust Street, Owensboro, KY (Administrative Office, Mailing Address)

French Chapter:
3 Allée de Provence, Celles St Cloud (Administrative Office, Mailing Address)
60 rue Alexandre Dumas, 75011 Paris (Register Office)
Section 3.
The registered agent for the Foundation shall be the Executive Director of the Foundation or such other individual, appointed by the Trustees who satisfies all legal requirements. Upon compliance with all prescribed legal requirements, the Trustees may,at their discretion, change the registered office and make any other necessary arrangements incidental thereto.


ARTICLE 4. Activities

Section 1.

The Foundation raises private and/or public funds to promote its mission and goal (corporate partners) and finance operations (operation partners).

(a) Corporate activities shall correspond to the promotion of values and image of the Foundation.

(b) Operations activities shall correspond to financially independent operations to achieve concretely our mission and goal.

(c) Each budget must be clearly specified as related to a corporate or to an operation activity. The Foundation is responsible for providing corporate or operation partners with data appropriate to their level of involvement.

Section 2.

Search of operations. The Foundation shall find countries identify in which operations involving women entrepreneurs in developing countries .

Section 3.

Feasibility and search of experts. The Foundation shall, per operation, present feasibility study before selecting experts to coach the operation.

Section 4.

Specific sponsor per operation, Operation Partners. Operations sponsorship opportunities shall be promoted by the Board and volunteers qualified by the Board . One opportunity shall correspond with one fully independent operation.

Section 6

Operation. The Foundation will monitor each operation from the beginning to end thought a designated Chair.
The different steps are: (cf the new process chart)

Section 7

The foundation shall on a regular basis provide the operation partners and sponsor(s) detailed information about statutes of the operation.

Section 8

Follow up of all operations already launched by the Foundation (especially the foundation’s label)

Section 9.

The Foundation will not carry on any activities not permitted to be carried on or engaged in:
(a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code 1945, or the corresponding section of any future tax code, or,
(b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future tax code.


ARTICLE 5. Board of Directors (Officers and executive directors)

Section 1.
Permanent Officers. The permanent officers shall be the founders of the Foundation

Officers. The officers of the Foundation shall be the president and vice-president (permanent officers) and the Secretary/Treasurer. A Trustee permanent officer may hold only one office at one time. A Trustee may hold different offices at different times.

The activities and affairs of the corporation shall be managed by the Board and shall have the power to adopt, amend or repeal the bylaws.

Section 2.

Elections. The Trustees shall elect the officers of the Foundation from among the Trustees for a bi-annual term.

Section 3.

Resignation. Any officer may resign at any time by providing the Board with written notice of such resignation. The resignation shall become effective upon the later of the dates specified in the notice, or upon receipt of the notice by the President. The President may resign by written notice of such resignation. The effective date of the President's resignation is the latest date specified in the notice or the date the notice is received by the Vice President.

Section 4.

Removal. Any non permanent-officer of the Foundation may be removed at any time from office by a super-majority (51%) of the Trustees at a regular or special meeting.

Section 5.

Vacancies. Upon the resignation, death, or removal of an officer, vacancies may be filled by ballot of a super-majority of the Trustees.

Section 6.

Duties of Officers.
(A) President. The President shall preside as a voting member whose vote shall count twice is a ballot at all meetings of the Foundation. In addition, the President

(1) shall appoint committees authorized by the Trustees.
(2) shall decide on all questions of order.
(3)shall sign, with the Secretary/Treasurer, Executive Director, or other proper representative of the Foundation authorized by the Trustees, any deeds, mortgages, bonds, contracts, or other instruments that the Trustees have authorized to be executed.
(4) shall ensure that all provisions of these Bylaws and other governing policies of the Foundation are accurately and faithfully administered.
(5) shall perform other such duties as requested periodically by the Trustees.

(B) Vice President. The Vice President shall have such duties as may be assigned by the Chair or the Trustees. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President's office.

(C) Secretary/Treasurer. The Secretary/Treasurer shall have overall responsibility for supervising the financial operations and business affairs and shall perform all customary duties incident to the office and such other duties as may be assigned from time to time. The Secretary/Treasurer shall sign, with the President and Vice President authorized by the Trustees, any deeds, mortgages, bonds, contracts, or other instruments that the Trustees have authorized to be executed.

Section 7.

Executive Director. The Executive Director of the Foundation shall be appointed by the Trustees as necessary. The Executive Director shall assist the Officers, Trustees, shall and committees of the Foundation in the performance of their duties and be responsible for the day to day administration of the Foundation. The Executive Director shall submit an annual written report on the Foundation's activities, plans, and orientations.


ARTICLE 6. Members

The Foundation is not an individual membership organization and, as such, has no individual members.

ARTICLE 7. Committee by operation

Section 1.

Nominating Committee. The Trustees shall appoint an Executive Committee for each operation, which shall include the President and at least two other Trustees.

Section 2.

Executive Committee. The Trustees may appoint an Executive Committee from the Trustees. The Committee shall include the chair as President and at least two (2) other Trustees and shall act as authorized by the Trustees.

Section 3.

Other Committees. The Trustees may establish standing and special committees, subcommittees, and task forces as necessary that are not in conflict with other provisions of these Bylaws. Such committees are required to act within the limits of the charge given that committee and approved by the Trustees.

Section 4.

Scope of Committee Actions. No committee, or committee member, may undertake resources without authority from the Trustees.

Section 5.

Appointment Process and Term of Office. The President shall appoint chairs of committees for each operation from among the Trustees. Terms of appointment shall be specified for each operation. Chairs of committees shall appoint committee members. Members of committees may be Trustees of the Foundation or other individuals.


Section 6.

Resignation. A committee member may resign at any time by providing written notice (of such resignation) to the Chair of the Committee. The resignation shall become effective upon the date specified in the notice, or upon receipt of the notice.

Section 7.

Removal. Any committee, or committee member may be discharged or removed by action of a majority of the Trustees present at a meeting at which a quorum is present.

Section 8.

Voting. Voting rights of a committee member shall not be delegated to another or exercised by proxy.

Section 9.

Quorum. At any meeting of a committee of the Foundation, a majority of that committee shall constitute a quorum for the transaction of any business of that committee, and such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present.

Section 10.

Attendance by Telephone. The meetings and proceedings of the committees may be conducted through the use of a conference telephone or other communications equipment that allows active participation by all in the meeting. Such participation in a meeting shall constitute presence at the meeting.

ARTICLE 8. Finances and contracts

Section 1.

Fiscal Year. The fiscal year shall be prescribed by the Trustees.

Section 2.

Not For Profit. The Foundation is organized under Delaware law, shall operate as Delaware Not For Profit Corporation, and shall have such powers as are now or may be granted by the General Not For Profit Corporation Act of the State of Delaware (or any corresponding future act), including the power to purchase, take, receive, lease as lessee, take by gift, or legacy, or otherwise acquire, and to own, hold, use, and otherwise deal in and with any real or personal property, or any interest therein, situated in or out of the State of Delaware, and to sell, convey mortgage, pledge, lease as lesson, and otherwise dispose of all or any part of its property and assets.

Section 3.

Tax-Exempt Purpose. The Foundation is organized exclusively for the purposes specified in Article II of these Bylaws and any purpose appropriate for an organization defined by Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future Internal Revenue Code).
No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its Trustees, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and reasonable reimbursements for expenses advanced or incurred on behalf of the Foundation, and to make payments and distributions in furtherance of the purposes set forth in these Bylaws. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 4.

Budget. The President, the Vice President and Executive Director shall submit to the Trustees an annual operating budget covering all revenues and expenses of the Foundation including planned allocations for grants in the forthcoming year.

Section 5.

Contracts of sponsorship, Loans, Deposits, and Checks.

(A) Contracts. The Trustees may authorize any officer or agent to enter into any contract or to execute or deliver any instruments on behalf of the Foundation. Such authority may be general or confined to specific instances (eg. For operations).

(B) Loans. No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name, unless and except as authorized by a majority of the Trustees. Any officer or agent of the Foundation specifically authorized may effect loans or advances for the Foundation and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other evidence of indebtedness of the Foundation. Any officer or agent who is specifically authorized may mortgage, pledge, hypothecate, or transfer as security for the payment of any and all loans, advances, indebtedness, and liabilities of the Foundation any real property and all stocks, bonds, or other securities and other personal property at any time held by the Foundation, and to that end may endorse, assign, and deliver the same, and do every act and thing necessary or proper. This authority may be general or confined to specific instances.

(C) Checks and Drafts, etc. All notes, drafts, acceptances, checks, and endorsements or other evidence of indebtedness shall be signed by the President, Vice President, Secretary/Treasurer or Executive Director (cf. order of operation), or in such other manner as the Trustees may determine. Endorsements for deposit to the credit of the Foundation in any of its duly authorized depositories will be made by same. Checks over a certain amount, as specified by the Trustees, shall require two signatures.

(D) Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trusts companies, or other depositories or investments as the Trustees may direct (cf. order of operation).

Section 6.

Section 7.
Audit. The accounts of the Foundation shall be audited at least annually by a certified public accountant who shall be selected by the Trustees.

Section 8.

Dissolution. In the event of the dissolution of the Foundation, no individual shall be entitled to any distribution or division of its remaining property or its proceeds, and the Trustees shall, as it determines after paying or making provisions for payment of all the liabilities of the Foundation, dispose of all the assets of the Foundation in a manner consistent with the purpose of the Foundation as stated in Article II of these Bylaws; or exclusively for the purposes within the intention of Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future Internal Revenue Code). Any such assets not so disposed of shall be disposed of by the General Court of Justice of the county in which the principal office of the Foundation is then located, exclusively for the purposes within the intention of Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future Internal Revenue Code), or to such organization or organization, as said Court shall determine, and which are organized and operated exclusively for such purposes.

Section 1.

Mandatory Indemnification. Each person who is a Trustee, Executive Director, employee, or agent of, or who volunteered services to the Foundation, or is or was serving at the request of the Foundation in that capacity (and such person's heirs, executors, administrators, and personal representatives), shall be indemnified by the Foundation against all costs and expenses (including but not limited to legal fees, amounts of judgments paid, and amounts paid in settlement) reasonably incurred in connection with the defence of any claim, action, suit, or proceeding, whether civil, criminal, administrative, or other, in which such person may be involved by virtue of being or having been affiliated with the Foundation, or in connection with any appeal therein; provided, however, that in the event of a settlement, the indemnification herein provided shall apply only when the Trustees approves such settlement; and provided further that such indemnity shall not be operative with respect to any matter as to which such person shall have been finally adjudged liable in such claim, action, suit, or proceeding on account of his or her own wilful misconduct.
The rights accruing to any person under this Article shall be without prejudice to any rights or benefits given by the Trustees inconsistent therewith in special cases and shall not exclude any other rights or benefits to which such person may be lawfully entitled.

Section 2.

Supplementary Benefits. The Foundation may supplement the right of indemnification under Section 1 by the purchase of insurance, indemnification agreements, and advances for related expenses of any person indemnified.

ARTICLE 10. Amendments

These Bylaws may be amended or repealed by a super-majority vote of the Trustees of the Foundation. Notice of any amendment bylaws must be provided to all members of the Board of Trustees at least 20 days prior to the scheduled vote. Amendments must not be inconsistent with either the Articles of Incorporation or law.

Gérard E. Stein
Vice President

Lorena F. Parker
General Secretary