Golden Seniors, Inc

GOLDEN SENIORS INC

BY-LAWS
ARTICLE I CORPORATION NAME

The name of this corporation is Golden Seniors, Inc. Golden Seniors, Inc., was incorporated as
a nonprofit organization under the laws of the Department of State of Puerto Rico, a United
States territory. Incorporation was registered on January 24, 2011, and the registration number is
62220.

ARTICLE II - MISSION & PURPOSE

To provide essential day care services to advanced age persons with Alzheimer disease, other
related dementia diseases and aging persons in frail conditions, ensuring a healthy and safety
environment. Offer additional variety of service to independent elderly people.

1) Establish one or more adult day care centers for aging persons with Alzheimer disease or
related dementias.

2) Promote the safety and health of independent seniors through various recreational programs,
advocacy, counseling and other services.

3) Conduct intergenerational events and programs to provide a better understanding of aging

persons to people of all ages.

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ARTICLE III GOVERNING BOARD

Section 1.1 Organization

The business of this organization shall be conducted by a Board of Directors. The Board
of Directors will consist of 3 persons initially, but could expand to five board members if
the organization develops into a more complex one.
Section 1.2 Numbers of Members
The Board will initially consist of 3 Officers; a President, Secretary and Treasurer; other
positions can be created depending on the need and development of this organization.
Section 1.3 Membership
This organization does not operate with a membership basis; the members of the Board
will make decisions to nominate candidates for board positions and to vote for them.
Section 1.4 Terms
There will be Board elections every 3 years, and candidates can be reelected. The first
Board of Directors for this Organization will be the founder-president of Golden Seniors,
Inc., Eliezer Vila Marrero, and then there will be elections for board positions every three
years, starting in December of 2015.
Section 1.5 Vacancy Election
In the event there is a vacancy due to any reason, the Governing Board, at its earliest
regular meeting or pursuant to a special meeting, shall elect an Officer to complete the
remaining term. Upon expiration of the remaining term, that person, if reelected would be
eligible to serve two full two year terms of that office.

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Section 1.6 Officer Removals
Any Officer may be removed for cause by two-thirds (2/3) vote of the Governing Board
members present at the meeting where the vote takes place. Causes defined as erroneous
conduct, dishonest reputation, mishandling of property, illegal use of pecuniary fund, the
failure to comply with Golden Seniors, inc., By-Laws and Governing Board policies. The
Governing Board shall have the sole discretion to determine if cause for removal exists.
Section 1.7 Salary Compensation
Members of the Board of Directors shall not receive salary compensation for their duties;
they could only receive stipend when they assist to meetings, including teleconference
meetings.
Section 1.8 Powers and Duties
The Board of Directors shall have the control and management of the affairs and business
of this organization. Members of the board are responsible to put together strategic
planning in order to build and maintain a successful services to the community this
institution is intended to serve. They have the authority to make financial decisions, to
hire employees, supervise their work and provide guidance and information to personnel,
clients and general community.

ARTICLE IV OFFICERS

Section 1.1 President

The President is the Chairman of the Board of Director. The President shall preside at all
membership meetings; he should present an annual report of the work of the organization.
Responsible to see all books, reports, certificates, licenses and authorization required by
law and be certain everything is properly kept on filed and that the information in
accurate and documents are valid. The President will sign checks or drafts of this
organization and any other required document. Shall perform all duties as assigned by the
Governing Board.

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Section 1.2 Treasurer

Shall maintain full knowledge of the financial transactions of Golden Seniors, inc. The
Treasurer Shall present quarterly and annual fiscal reports of the organization. The
Treasurer shall see that all financial records are correct. The Treasurer shall perform any
additional duties as assigned by the President or Chair of the Board.
Section 1.3 Secretary
Shall attend all meetings of the Governing Board, and any other business meetings as
assigned. Shall redact official documents, review any drafts of minutes and sign approved
minutes and maintain copies of meeting minutes and keep everything filed. The Secretary
shall maintain a member roster which includes the members address, and any other
essential information. The secretary shall perform any additional duties as assigned by the
President.

ARTICLE V AUTHORITY

GOLDEN SENIORS, inc., shall conduct all of its business in conformity with Act No. 164 of
2009 of the Puerto Rico Statutes and Law, unless such statutory requirements are amended, as
permitted by law, in the Articles of Incorporation or the By-Laws.

ARTICLE VI - ORGANIZATION STATUS

Section 1.1 Tax Exempt Status

It is intended that the Corporation shall have the status of a corporation (a) which is
exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of
1954, as amended; (b) which is other than a private foundation as defined in Section 509
of the Internal Revenue Code of 1954, as amended; and (c)(2) of the Internal Revenue

Golden Seniors, Inc

Code of 1954, as amended, and the Articles of Incorporation; and these By-Laws shall be
construed accordingly and all power and activities shall be limited accordingly.

Section 1.2 Restrictions

No substantial part of the activities of this Corporation shall be the carrying on of
propaganda or otherwise attempting to influence legislation; nor shall it in any manner or
to any extent participate in or intervene in any political campaign on behalf of any
candidate for public office; nor shall the Corporation engage in any activities that are
unlawful under applicable federal, state, or local laws.
Section 1.3 Corporation Dissolution
Upon the dissolution of this organization, assets shall be distributed for one or more
exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code,
or corresponding section of any future federal tax code.
Section 1.4 Employer Identification Number Status
The Department of Treasury Internal Revenue Services of the United States has assigned
66-0762244, as GOLDEN SENIORS, inc., Employer Identification Number. This
number will identify this organization business accounts, and related documents. This
identification number does not grant tax exempt status.

ARTICLE VII RECORDS

GOLDEN SENIORS, inc., shall keep accurate and complete books and records of accounts, and
shall keep on file minutes of the proceedings of the Governing Board and any other business or
community meetings. A historical record shall also be kept on file of the names and addresses of
Board Members, employees, customers, other business that collaborate with us, and any other
person who receive services from this community organization. All books and records of Golden
Seniors inc. may be inspected by any Board Member during office hours, but only after
scheduling the inspection in advance. There shall be an internal and external annual audit.

Golden Seniors, Inc

ARTICLE VIII - FISCAL YEAR

The fiscal year is the twelve- month accounting period for the organization. Golden Seniors, inc.,
fiscal year will start on October the 1st and end on September 30th, unless otherwise determined
by the Governing Board and amended them.

ARTICLE IX - BY-LAWS AMENDMENT PROCEDURES

The Governing Board shall have the power to amend these By-Laws by a vote of two-thirds (2/3)
of the Governing Board Members at any special or regular meeting, including meetings held by
teleconference. Amendments to be voted on at a Governing Board meeting must be provided no
less than 30 days to Governing Board Members.

The undersigned below validate that today, the members of the Board of Director of Golden
Seniors, inc., have settled with the By-Laws of this text. Articles specified here are now valid,
until a future official amend or derogation is propose and formulate to whichever of the articles
of this nonprofit organization.

____________________________

___________________________

President

Secretary

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VALIDATION DATE