1. Name. The name of the organization is Montsu, Inc.
    
2. Purpose. Montsu, Inc. is organized for charitable educational and environmental purposes, specifically (i) to fund university-level education of promising but disadvantaged young people anywhere in the world, and (ii) to promote protection of the natural environment.

1. Membership. Membership of Montsu, Inc., is limited to its Board of Directors.

1. Annual Meeting. The date, time, and place of the regular annual meeting is set by the Board of Directors.
    
2. Special Meetings. Special meetings may be called by any member of the Board of Directors.
    
3. Notice. Notice of any meeting is transmitted to each Board Member, in written form, not less than 10 business days before said meeting.

1. Board Role, Size, and Compensation. The Board is responsible for overall policy and direction of the Montsu, Inc., and delegates responsibility for day-to-day operations to the Montsu, Inc. Director and committees. The Board is comprised of five members. Board Members receive no compensation of any type with the exception of reasonable expenses associated with fundraising activities.
    
2. Meetings. The Board shall meet at least annually, at an agreed upon time and place.
    
3. Board Elections. Election of new Directors or election of current Directors to a consecutive term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
    
4. Terms. All Board members shall serve three year terms, and are eligible for re-election.
    
5. Quorum. A quorum of at least eighty percent (80%) of the Board Members must exist at any Board meeting before business can be transacted or motions made or passed.
    
6. Notice. All Board Member must receive written notice at least ten business days in advance of any Board meeting.
    
7. Officers and Duties. There are four officers of the Board, including Chairman, Vice Chairman, Secretary and Treasurer. The duties of these officers are as follows:
    
   • The Chairman convenes regularly scheduled Board meetings, presides, or arranges for other Board Members to preside at each meeting in the following order: Vice-Chairman, Secretary and Treasurer.
      
   • The Vice-Chairman chairs committees on special subjects as designated by the Board.
      
   • The Secretary is responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board Member, and assuring that corporate records are maintained.
      
   • The Treasurer shall present a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board Members and the public.
   
    
8. Vacancies. When a vacancy on the Board exists, the Secretary must receive nominations for new members from present Board members at least ten business days in advance of a Board meeting. These nominations shall be sent out to Board Members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled as necessary with the term expiring as scheduled for the original Member.
    
9. Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped if lack of participation or other behavior impedes the ability of Montsu, Inc. to carry out its objectives. A Board member may be removed by an 80% vote of the remaining directors.
    
10. Conflict of Interest. Conflict of interest, defined as any situation in which the perception of aggrandisement of a Board Member exists among any other Board Member(s), disqualifies the former Board Member from voting on any business of Montsu, Inc., until the conflict of interest issue is resolved to the satisfaction of the remaining Board Members. If a Board Member is involved in any issue of conflict of interest reasonably considered to be avoidable by remaining Board Members not involved in the issue, the former Board Member is automatically disqualified from serving on the Montsu, Inc. Board of Directors.
     
11. Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. The Secretary shall send out notices of special meetings to each Board member postmarked two weeks in advance.
     

1. Committees. The Board may create committees as needed, such as fundraising, media, etc. The Board Chairman appoints all committee chairs.
    
2. Executive Committee. The four officers comprise the Executive Committee. Except for amendments to the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
    
3. Finance Committee. The Treasurer is chairman of the Finance Committee, which includes three other Board Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board Members. The Board must approve the budget, and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. The fiscal year starts in February of each year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board Members and the public.

1. Amendments. These Bylaws may be amended when necessary by 80% of the Board of Directors. Proposed amendments must be submitted to the Secretary for inclusion with regular Board announcements.

Attest: Jean-Pierre Harrison, 6 March 2005