BY-LAWS of Water Without Borders Corp.

ARTICLE I NAME

The name of the organization shall be Water Without Borders Corp.

ARTICLE II PURPOSE

As stated in our Articles of Incorporation, the corporation is established for the purpose of:
 a) To assist charitable, religious and educational organizations, corporations and other not-for-profit organizations, both foreign and domestic, with obtaining and efficiently utilizing technology in their organizations;

b) To provide hardware, software and information technology services to charitable, religious and educational organizations, corporations and other not-for-profit organizations, both foreign and domestic, which otherwise might not be able to obtain or afford such tools and services;

c) To assist charitable, religious and educational organizations, corporations and not-for-profit organizations, thus enabling them to more effectively carry out the missions;

d) To solicit and receive charitable contributions;

e) To do any other act or thing incidental to or connected with the foregoing purpose in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers, except as permitted under Article 5 of the Not-For-Profit Corporation Law.

ARTICLE III MEMBERS

The corporation shall have no members.

ARTICLE IV BOARD OF DIRECTORS

Section 1. Powers and Number. The Board of Directors shall have general power and control over the affairs and property of the Corporation in accordance with the purpose and limitations set forth in the Certificate of Incorporation. The number of directors constituting the entire Board shall not be less than three (3) nor shall it have more than eleven (11). The number may be increased or decreased by amendment of its laws, but no decrease shall shorten the term of any incumbent director.

Section 2. Election and Term of Office. There shall be a self-perpetuating Board of Directors with the initial directors being persons named in the Certificate of Incorporation. With the exception of the initial directors, all directors shall be voted into a term of two years at the annual meeting of the Board of Directors by a majority of directors then in office, and each shall continue in office until his or her success have been elected and qualified, or until his or her death, resignation or removal, initial directors are not limited by term and may serve on the board indefinitely.

Section 3. Removal. Any director may be removed, for cause, by a vote of a majority of the directors then in office, at any special meeting of the Board called for that purpose. A director who misses three consecutive meetings shall be automatically removed, but may be reinstated by a vote of a majority of the directors then in office for good cause shown.

Section 4. Resignation. Any director may resign from office at any time by delivering a resignation in writing to the President, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.

Section 5. Vacancies and Newly Created Directorships. Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the directors then in office, and the directors so elected shall serve until the next annual meeting.

Section 6. Place and Time of Meetings. The annual meeting of the Board shall in November or December of each year at a time and place fixed by the Board. The place for holding regular meetings shall be fixed by the Board. A special meeting may be called at any time by the President or other officer or by written demand of two directors at any time and place specified by them.

Section 7. Notice of Meetings. Notice of the time and place of each regular, special or annual meeting of the Board, and to the extent possible, a written agenda stating matters upon which action is proposed to be taken, shall either be emailed or mailed to each director, at least six days before the day on which the meeting is to be provided, however, that notice of special meetings to discuss matters requiring action may be sent to him or her at such address by telephone, no less than forty-eight hours before the time at which such meeting is to be held. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement.

Section 8. Quorum and Voting. At all meetings of the Board of Directors, a majority of the entire Board shall constitute a quorum transaction of business. Except as otherwise provided by law or these By-Laws, any meeting of the Board of Directors, at which a quorum is presented, the vote of a majority of the directors present, at the time of the vote shall be the act of the Board.

Section 9. Action by the Board.  Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board of the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board or committee. Participation of one or more directors’ conference telephone allowing all persons participating in the meeting to hear each other at the same time shall constitute presence at a meeting.

Section 10. Committees of the Board. The Board, by resolution adopted by a majority of the entire Board, may established and appoint an executive and other standing committees. The President shall appoint the Chairperson of each committee. Each committee so appointed shall consist of three or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board, except as to the following matters:
1. The filling of vacancies on the Board or on any committee;
2. The amendment or repeal of the By-Laws or the adoption of new By- laws;
3. The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable;
4. The fixing of compensation of the directors for serving on the Board or any committee. Special Committees may be appointed by the President with the consent of the Board and shall have only the powers specifically delegated to them by the Board. The President shall be an executive official member of all committees.

ARTICLE V OFFICERS

Section 1. Officers. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other officers, including one or more Vice Presidents, as the Board of Directors may from time to time elect. The President shall be a member of the Board of Directors. The other officers may, but not need, be members of the Board of Directors.

Section 2. Election. The officers of the Corporation shall be elected for a two year term on the Board of Directors. Immediately following the election of directors, and each shall continue until his or her successor shall have been elected and qualified or until his or her resignation or removal. Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of the entire Board.

Section 3. Other Agents and Employees. The Board of Directors may from time to time appoint such agents and employees as it shall deem necessary, each of whom shall hold office during the pleasure of the Board of Directors, and shall have such authority to perform such duties and receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.

Section 4. Vacancies. Any vacancy in any office may be filled by the Board of Directors. Any officer so elected shall hold office until the next annual meeting of the Board of Directors the election and qualification of his or her successor.

Section 5. President: Powers and Duties. The President shall preside at all meetings of the Board of Directors and shall generally supervise the affairs of the Corporation. He or she shall keep the Board of Directors fully informed. He or she shall have the power to sign alone, unless the Board of Directors shall specifically require an additional signature in the name of the corporation all contracts authorized generally or specifically require an additional signature, in the name of the corporation all contracts authorized either generally or specifically by the Board of Directors. The President shall also have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. In the absence or inability of the President to act, a vice President selected by the Board shall perform all the duties and may exercise any of the powers of the President.
1 Section 6. Vice President: Powers and Duties.  A Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe.

Section 7. Secretary: Powers and Duties of the Secretary. The Secretary shall
a. keep the minutes of all meetings of the Board in books to be kept for purpose
b. serve or cause to be served all notices of the Corporation
c. perform all duties incident to the office of Secretary and such other from time to time may be assigned to him or her by the Board

Section 8. Treasurer: Powers and Duties.  The Treasurer shall keep or cause to complete an accurate account of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects of the Corporation in such banks or depositories as the Board of Directors designate. Whenever required by the Board of Directors, he or she shall at all times exhibit the books and accounts to any officer or director of the Corporation, shall perform all duties incident to the office of Treasurer, and such other duties as from time to time be assigned to him or her by the Board of Directors. At the annual meeting of the Board of Directors. the Treasurer shall present a report showing appropriate detail: (1) the assets and liabilities of the Corporation as of a twelve fiscal period terminating not more than six months prior to the meeting; (2) the changes in assets and liabilities during that fiscal period; (3) the revenues or records  of the Corporation, both unrestricted and restricted for particular purposes for that period: and (4) the expenses or disbursements of the Corporation, for both restricted and unrestricted purposes, during said fiscal period. The report shall be filed within a meeting of the Board. The report may consist of a verified or a certification of any report by the Corporation to the Internal Revenue Service or to the Attorney General of the State of New York which includes the information herein above is The Treasurer shall, if required by the Board of Directors, give such security for faithful performance of his or her duties as the Board of Directors may require.

ARTICLE VI BOARD OF ADVISORS

Section 1. Powers. The Board of Directors may appoint from time to time any persons as advisors of the Corporation to act either singly or as a committee or committees. Each advisor shall hold office during the pleasure of the Board of and shall have only the authority or obligations as the Board of Directors may from time to time determine.

Section 2: No compensation. No advisor of the Corporation shall receive, indirectly, any salary or compensation for any service rendered to the Corp that the Board of Directors may authorize reimbursement of expenditures incurred on behalf of activities for the benefit the Corporation.

ARTICLE VII INDEMNIFICATION

The Corporation shall indemnify Directors. Officers, employees and agents of the Corporation to the maximum extent permitted by law, including, without limitation. Section 722 of the New York Not-for-Profit Corporation Law. The Corporation procures insurance providing greater indemnification to such persons as well as it volunteers.

ARTICLE VIII BANK ACCOUNTS AND INVESTMENTS

Section 1. Checks, Notes, and Contracts. The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The Board of Directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptance notes or other evidences or indebtness.to enter into contracts or to execute and documents and instruments.

Section 2. Investments. The funds of the Corporation may be retained in whole in cash or be invested and reinvested from time to time in such property, real estate, including but limited to stocks, bonds or other securities, as the Board of Directors deem desirable.

ARTICLE IX OFFICE AND BOOKS

Section 1. Office. The office of the Corporation shall be located at such place Board of Directors may from time to time determine.

Section 2. Books. There shall be kept at the office of the Corporation correct board account of the activities and transactions of the Corporation, including a minute which shall contain a copy of the Certificate of Incorporation, a copy of these B) and all minutes of meetings of the Board of Directors. These documents can be maintained in either paper or electronic form.

ARTICLE X FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors.

ARTICLE XI AMENDMENTS

These By-Laws may be amended at any meeting of the Board of Directors by a the majority of the entire Board of Directors except that any amendment which the quorum requirement or the proportion of votes necessary for the transaction business or of any specified item of business must be authorized by a vote of the of the entire Board.

ACCEPTANCE OF BY-LAWS

We, the Board of Directors of Water Without Borders, Corp., approve and Laws outlined herein.