BYLAWS OF IROB DEVELOPMENT ASSOCIATION - DIASPORA BRANCH

bylaws.doc bylaws.pdf ደንቢ ማሕበር ልምዓት ኢሮብ


ARTICLE I: NAME

ARTICLE II: PURPOSE

ARTICLE III: OFFICES

ARTICLE IV: MEMBERSHIP, OBLIGATION, RIGHTS, AND FEES

ARTICLE V: MEETINGS OF MEMBERS

ARTICLE VI: BOARD OF DIRECTORS

ARTICLE VII: FISCAL YEAR

ARTICLE VIII: DISSOLUTION

ARTICLE IX: AMENDMENTS AND RATIFICATION:


ARTICLE I: NAME

The Name of this non-profit corporation shall be Irob Development Association - Diaspora Branch, hereafter referred to as IDA

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ARTICLE II: PURPOSE

The Corporation has been organized to operate exclusively for charitable purposes supporting edcational and socioeconomic developmental activities including but not limited to:

2.1 Improve the quality of education in Irob by providing educational related materials, financial assistance, and professional expertise.

2.2 Support programs and services that raise awareness and positively impact decision making of students to continue and complete their studies.

2.3 Provide reading materials and reference books so that young students across Irob schools develop the habit of reading.

2.4 Provide Sporting equipment and encourage students to get involved in various sport clubs.

2.5 Encourage outstanding teachers across all schools in Irob with monetary prizes or other means.

2.6 Encourage students to excel academically and professionally by giving monetary prizes or educational materials to outstanding students across all schools in Irob.

2.7 Encourage female students to excel academically and professionally.

2.8 Support other developmental and economical self-sustaining activities across Irob as IDA's financial and resource capacities grow.

2.9 Help preserve the language, culture, and historical heritages of Irob people as IDA's financial and resource capacities grow.

2.10 Increase awareness of educational and other social and developmental issues facing Irob people

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ARTICLE III: OFFICES

3.1 Offices: The principal office of the Corporation shall be in Colorado, at a location to be determined by the Board. The principal office may be, but need not be, identical with the registered office.

3.2 Registered Office and Agent: The initial registered office and the initial registered agent of the Corporation are specified in the Articles of Incorporation. The Corporation may change its registered office or change its agent, or both, upon filing a statement as specified by the Colorado Non-profit Corporation Act in the office of the Secretary of State of Colorado, or by otherwise complying with Colorado law as it may apply from time to time.

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ARTICLE IV: MEMBERSHIP, OBLIGATION, RIGHTS, AND FEES

4.1 MEMBERSHIP:

Any Irob and friends of Irob, or anyone who supports IDA and the objectives of this Association is eligible for membership. Membership shall be voluntary and be open to individuals interested in furthering the mission and the objectives of IDA without regard to race, religious belief, political affiliation, sex, or national origin.

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Joint membership shall be open for married couples for membership fee purposes but each will act as individual for election or voting purposes. Active members of the Corporation shall have executive voting power at meetings of the Corporation.

4.2. OBLIGATION:

a) The member has to accept the objectives of IDA and has the obligation to practice these objectives.

b) Once the member accepts the objectives of IDA, he/she shall pay the annual dues, in an amount to be established by the Board and or the general assembly. Membership fees are based on the calendar year and due by the end of September of the same year. Membership of any member not paying his/her dues by the end of each calendar year may be classified as a non-active member and hence his/her voting right shall be revoked.

c) Members are encouraged to participate in all meetings (special/annual meetings) and/or in all decision-makings.

4.3. RIGHTS:

a) Any person who supports the objectives of IDA can be a member.

b) Any member can leave the Corporation at any time; however, all payments previously made to the corporation are not refundable.

c) An active member has the right to vote and/or be elected for an office.

d) An active member has the right to express opinion.

e) An active member has the right to know how the corporation's funds are spent and or allocated.

f) Active members have the right to request an audited report of the corporation's activities.

4.4. MEMBERSHIP FEES:

a) All registered members shall pay their dues on time in the amount to be determined by the Board of Directors.

b) Married couples who are both members of the IDA have the option of paying joint membership in the amount to be determined by the Board of Directors.

c) Any member or nonmember is encouraged to support the corporation by donating in monetary, material, and or expertise.

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ARTICLE V: MEETINGS OF MEMBERS

5.1 The General Assembly meeting is the main decision-making body of IDA.

5.2 General Assembly meetings shall be held at a time and place to be designated by the Board of Directors. Such meetings shall be held annually, or several-times within a year, as a needed basis. The Secretary shall notify all registered members about a forthcoming meeting within thirty days or within fifteen days in the case of a special meeting.

5.3 The Board may call special assembly meetings, or such special meetings may be held upon a written request of one-third or more of the registered members.

5.4 A majority of 51% or more shall constitute a quorum for the transaction of business at any meetings.

5.5 Assembly meetings shall take place in person or via conference calls as designated by the Board and or by the majority of the registered members.

5.6 Any attendee of IDA is entitled to express his/her opinion at the annual meetings. However, only registered paying members shall have the right to vote or be elected and/or participate in the decision-making process of IDA.

5.7 The assembly shall elect a Chairperson to lead and facilitate the assembly's annual meeting; and his/her task will end at the conclusion of the general assembly.

5.8 Election/voting process shall be transparent. The Board of Directors may fill vacancies among the officers arising between General Assembly meetings.

5.9 The powers and responsibilities of the members attending General Assembly shall consist but not limited to the following:

a) Elections, dismissal, and acceptance of resignation(s) of the Board of Directors;

b) Adoption of the Corporation's budget, Fiscal report, and overseeing of the Corporation's operation(s)

c) Setting Annual Membership dues

d) Setting goals and policies consistent with the spirit of the bylaws;

e) Approval or disapproval of bylaws adopted or amended by the board.

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ARTICLE VI: BOARD OF DIRECTORS

6.1. GENERAL

The Board of Directors hereafter called Board, as a group is the main executive body of the Corporation. The Board shall be at the national and international level and shall be elected by the majority present at the pertinent Assembly meeting. The Board's powers and responsibilities will include but not limited to:

a) Determine the goal and policies of the Corporation in accordance with its charitable purpose and carry out its general objectives;

b) Oversee and manage the property and financial affairs of the Corporation; and ensure that the funds and property of the Corporation are utilized appropriately and to further the goals and purposes of the Corporation;

c) Collect membership dues and any other income from Corporation's activities.

d) Advocate and encourage individual donors and organizations to support IDA's objectives financially or in the form of expertise.

e) Encourage individuals and groups to become active members of the organization

f) Collaborate with the Irob Development Association officers and members from Irob (Ethiopia) in activities pertinent to IDA's objectives.

g) Attend Board meetings and General Assembly meetings

h) Call a meeting of the regular and special assembly, to determine the agenda, and to inform members the details of the meeting at least one month in advance or 15 days in cases of special meeting request.

i) Appoint internal auditor/s from active IDA members who are not serving as the Board.

j) Create and absolve ad hoc committees if and when needed.

6.2. COMPOSITION OF BOARD:

IDA Board shall consist of at least five (5) members from the USA. The Board shall also have additional members internationally. The members of the General Assembly shall elect the Board during an Assembly meeting. The General Assembly may also elect an election committee for the selection of nominees for the next election. The Assembly then elects from the candidates presented by the committee. The term of elected Board shall be for a period of three (3) years. Board members are eligible to be reelected for consecutive terms. A Board of Director may also serve as a committee member of his/her local chapter if elected. A Board of Director shall be at least 21 years of age but the Chairperson of the Board shall be at least 25 years of age. To be a Board of Director, the individual should have been an active member for at least 12 months as determined by his/her membership application form and current on membership payments.

6.3. RESIGNATION AND REMOVAL:

a) Any officer may be removed from the Board at any time by a two-thirds vote of the rest of the board for valid cause/s, including, but not limited to: conduct of injurious to the Corporation; to any project served by the Corporation; having been declared of unsound mind by a final order of a court; having been found by a final order of judgment of any court to have breached any duty of the Colorado Non-Profit Corporation Act or for any misconduct; negligence or disregard of duty. A report shall be presented about the dismissal to the General Assembly at the General Assembly Meeting.

b) Any officer may resign at any time by giving a written notice to the Chairperson or to the Secretary of the Corporation. Any such resignation shall take place the day of receipt of such notice or at any later date specified therein. The acceptance of such resignation shall not be necessary to make it effective. The officer must return all documents and properties that belong to the Corporation.

6.4. VACANCIES:

A vacancy in any office due to death, resignation, removal, or otherwise may be filled by the majority vote of the Board until the next Assembly meeting.

6.5. COMPENSATION:

The Board shall receive no compensation for their services as Directors of the Board. However, the Board may authorize by resolution the reimbursement of expenses incurred by a Director, or anyone delegated by the board, in the performance of duties for the Corporation. Adequate receipts are required for submission of reimbursement. The Corporation shall make no loans to any member of the Corporation.

6.6 OFFICERS:

The Officers of the Corporation shall be a Chairperson, a Vice Chairperson, a Secretary, a Treasurer, Public Relations, and Members at large. Officers shall be elected solely from the Board members. The Board may elect or appoint such officers, as it shall consider desirable experiences and skills of the individual board members. The functions of the officers shall be but not limited to:

6.6.1 CHAIRPERSON. Executive authority of the Corporation shall be vested in the Chairperson of the Board and he/she shall be official representative of the Corporation. The Chairperson shall provide leadership to the Board in formulating, developing, and evaluating the policies and goals of the Corporation and shall preside at all meetings of the board. The Chairperson will, at the annual meeting of the Assembly, present a general report of the Corporation's activities for the preceding year. The Chairperson shall have the power to nominate members and chairperson of any ad hoc committee, subject to the approval of the Board. The Chairperson shall have such authority and powers and duties as are appropriate and customary for the office, including the power to sign official documents of the corporation, to delegate Corporation duties to a director or a member (with consent of other Board members), the right to execute contracts on behalf of the Corporation, and represent and introduce the Corporation to other individuals, groups, and organizations.

6.6.2 VICE-CHAIRPERSON. The Vice-Chairperson shall discharge the functions of the Chairperson in case of the latter's disability or absence or at the latter's request. Assist the Chairperson as appropriate. In the absence of the Chairperson, any execution by the Vice-Chairperson on behalf of the Corporation shall have the same power as that of the Chairperson's.

6.6.3 SECRETARY. The Secretary shall keep records and minutes of all meetings (board meetings and assembly meetings), records of membership, and other activities of the Corporation. The Secretary is responsible for informing members of dates and places of meetings and related affairs of the organization. He or she shall have such additional authority, powers and duties, as appropriate and customary for the office including assisting the Chairperson/vice-chairperson in preparation of annual report. In the absence of the Chairperson and Vice Chairperson the Secretary shall preside over meetings.

6.6.4 TREASURER. The Treasurer shall be responsible for safeguarding of all funds and materials of the Corporation. The treasurer maintains clean, organized, and written records such as receipts, copy of cleared checks, money-transfer-records, or electronic approvals, such as email trails from the board members, etc. to support all income and disbursement transactions of the corporation. Valid receipts, or appropriate written approvals by board members, are required for any disbursements or withdrawals of the corporation's money. The Treasurer and co-signer will be held responsible for any withdrawal without the written consent of the Board and authorization of the Chairperson regardless of the amount. The treasurer shall prepare and report financial transactions and record of available funds to the Board on a quarterly basis (every three months). He or she shall be one of the co-signers of the accounts of the Corporation.

The Treasurer shall arrange for an annual audit of corporation's income and expenses in consultation with the board.

6.6.5 PUBLIC RELATIONS OFFICER: The Public relation's officer shall be responsible for gathering and disseminating information considered beneficial to the growth and development of the Association; shall develop information and public relation systems that will create desirable and productive links between the association and the rest of the communities in North America, Europe, Australia, Africa, and anywhere else as applicable.

6.6.6 MEMBERS AT LARGE. Members at large shall actively champion and promote IDA's objectives and perform various duties and projects as needed. Additionally, Members/Officers shall take on additional duties and responsibilities that might be prescribed to them by the IDA Board or by the Chairperson.

6. 7. COMMITTEES

The Board may from time to time appoint or designate one or more standing or ad hoc committees, each of which shall include at least one Board of Director. Any committee, which will exercise any power of the Board, shall be composed of exclusively of the Board; however, committees formed for special occasions and purposes may have members who are not members of the Board.

6.8. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

6.8.1 Contracts: The Board may, by resolution, authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any action in the name of or on behalf of the Corporation if no such authority is provided for the Officer or agent elsewhere in the Bylaws. Such authority may be general or confined to specific instances. Without such authorization, no Officer or agents shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable financially for any amount.

6.8.2 Checks, Drafts: All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed only by such person or persons as may, from time to time, be designated by the Board and in accordance to the IDA bylaws. In the absence of such designation, such matters shall be signed by the Chairperson of the Corporation and validated by the Treasurer. Records of such transactions should be retained on file.

6.8.3 Deposits: All funds of the Corporation shall be deposited to the bank of the Corporation under conditions and in depositories as the Board may designate. Copies of deposit receipts must be filed and retained on file.

6.8.4 PRESUMPTION OF ASSENT: A Director of the corporation who is present at a meeting of the Board shall be presumed to have assented to the actions taken and decision made during the meeting, unless his/her dissent shall be entered in the minutes of the meeting or he/she files a written dissent to such action with the board secretary before the adjournment of the meeting thereof, or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.

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ARTICLE VII: FISCAL YEAR

The fiscal year of the Corporation shall be January through December.

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ARTICLE VIII: DISSOLUTION

The Corporation may be dissolved upon a two-thirds vote of the registered members of the Corporation for a just-cause or if the Corporation becomes inactive. In case of dissolution of the Corporation, any assets remaining after the settlement of its obligations shall be disposed of at the discretion of the Board, exclusively for the purposes of the Corporation or to organizations that are qualified for charitable or educational purposes, a non-profit fund, foundation or corporation which has established its exempt status under sections 501(a) and 501(c) (3) of the US Internal Revenue Code or any other section with tax-exempt status.

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ARTICLE IX: AMENDMENTS AND RATIFICATION:

9.1 Corporation's bylaws and or the Article of Incorporation may be amended and ratified if the new changes are approved by the vote of two-thirds of the assembly participants.

9.2 Amendments or repeal of bylaws may be proposed by a member of the Board or by a written request of at least one third of the voting members of the Corporation. Proposed amendments shall be circulated to the Board of Directors at least one month in advance of a Board meeting at which they are to be considered. In order for the amendment to the bylaws to be considered by the Board, at least two-thirds of the Directors must be present at the meeting except when a Director waives his/her presence at the meeting in which case he/she must express his/her opinion on the amendment in writing before the meeting or make a phone call at the time of the meeting. If a Director fails to attend the meeting without explanation, and expresses an opinion on the recommended amendment afterwards, his/her opinion will have no effect on decisions made by these who attended the meeting, provided a quorum have been fulfilled to proceed in accordance to the bylaws. Proposed amendments must receive a two-third vote of those in attendance before the amendment is to be presented to the general assembly for consideration.

9.3 Amendments to the bylaws must be ratified by two-third of the voting members who have attended the General Assembly meeting.

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Bylaws of Irob Development Association - Diaspora Branch (MS Word version)

Bylaws of Irob Development Association - Diaspora Branch (PDF version)

ደንቢ ማሕበር ልምዓት ኢሮብ Tigrigna Version (PDF)