Bylaws Amended by the General Meeting on June 23 2012
Article 1- Name and Purpose
Section 1- Name
The Name of the organization shall be Enderta Regional Development Association, (ERDA). It shall be nonprofit organization incorporated under the laws of the state of Washington DC.
Section 2- Purpose
ERDA is organized exclusively for development purposes to benefit the people who reside in the Enderta region of Tigrai, Ethiopia. This will be achieved by not only working to combat disease, poverty and ignorance but also by encouraging community participation in self help development activities. ERDA is a non profit, non political and non religious and is organized under the nonprofit, public benefit corporation law of charitable purpose within the meaning of section 501 (c) (3) of the internal revenue code of 1986.
Article 2- Membership
Section 1- Voting membership
Voting membership shall be open to any (adult) person who supports the purpose stated in Article 1, section 2.
Section 2- Annual Dues
The amount required for annual dues shall be $120 per household, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued voting membership is contingent upon being up-to-date on membership dues.
Section 3- Rights of Members
Each member in good standing shall be eligible to cast a vote in any matter presented to the membership.
Section 4- Resignation and Termination
Any member may resign by filling a written resignation with the organization. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. Membership may be terminated by majority vote of the full membership or by affirmative vote of two- thirds of all the members of the Board of Directors if the member is found to be a threat to the organization.
Section 5- Nonvoting Membership
he Board shall have the authority to establish and define non-voting categories of membership.
Article 3- Meetings of members
Section 1- Annual Meetings
An annual meeting of the members shall take place in the month of ——, the specific date, time and location of which will be designated by the Board of Directors after receiving the host city chapter’s proposal. At the annual meeting, the members shall elect the Board, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 2- Special Meetings
Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board of Directors. A petition signed by five percent of voting members may also call a special meeting.
Section 3- Participation in Meeting by Telephone
Members of the association may participate in a meeting through use of conference telephone or similar communications equipment, as long as members participating in such meeting can hear one another.
Section 4- Notice of Meetings
Notice of each meeting shall be given to each member, by telephone, email and mail, not less than 30 days prior to the meeting.
Section 5- Quorum
51% of the members present at any properly announced meeting shall constitute a quorum. “After calling for a meeting twice, if quorum wasn’t satisfied by 51%, on a third meeting whoever is present on that meeting shall precede the meeting”.
Section 6- Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
Section 7-Voting by Proxy
A member entitled to vote may vote or otherwise act in person or by proxy given in writing. The appointment of a proxy is revocable by the member, either by attending the meeting and voting in person or a subsequent appointment of another proxy. A proxy shall not be valid for more than one annual meeting from its date of writing.
Article 4- Board of Directors
Section 1- Duties
The Board of Directors is responsible for the overall policy and direction of the Association and delegate responsibility of the day- to day operations to the committees.
Section 2- Initial Directors
The initial Board of Directors shall consist of 7 persons who shall serve a term of two (2) years and be eligible for re- election to a single 1 year a second term thereafter. However, in all cases, Directors shall serve until their successors shall have been elected and qualified.
Section 3- Board Role, Size and Compensation
The number of Directors may be amended by a duly adopted resolution of the members of the Association. The Board shall have 13 members. The Board receives no compensation other than reasonable expenses.
Section 4- Qualifications
Each Director must be active member of the Association for at least six (6) months in good standing at the time of election or appointment and shall maintain such membership thereafter during the term of service. The member must be present in person to be elected to the Board at the time of the election.
Section 5- Staggered Terms of Office for Directors
All Board members shall serve two year terms, or until their successors are elected. Terms of Directors shall be staggered so that one- half (½) of the Board members, or a number close to one-half as possible, shall be elected each year. All Board members are eligible for re-election for one more term. After that departed directors shall be eligible for re- election after interval of two (2) years.
Section 6- Meetings and Notices
The Board shall meet at least quarterly, at an agreed upon time. An official Board meeting requires that each board member have a written notice, telephone and email message at least two (2) weeks in advance. Board members shall evaluate annual performance a day before the annual meeting.
Section 7- Participation in Meeting by Conference telephone
Members of the Board may participate in a meeting through use of conference telephone or similar communication equipment; As long as members participating in such meeting can hear one another.
Section 8- Board Elections
Members of the Board shall be elected by a simple majority vote of members of the Association at the annual meeting in the presence of election committee who shall be selected by the members. Election committee shall get picked by all members at the time of annual meeting.
Section 9- Election Procedures
Board Development Committee shall be responsible for nominating a slate of perspective Board Members representing the Association’s constituency. In addition, any member can nominate a candidate to the slate of nominees from the floor of the Annual meeting.
Section 10- Quorum
Fifty one (51) percent of Board members must be present for business transaction to take place and motions to pass.
Section 11- Action without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee may be taken without a called meeting of all the members consent in writing to take action without meeting and approving the specific action. Such consents shall have the same force and effect as unanimous vote of the Board or of the Committee.
Section 12- Officers and Duties
Officers shall be elected by the full Board and consist of a President, Vice President, Secretary, Treasurer and Assistant Treasurer. The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice- president, Secretary, treasurer and Assistant Treasure. The Vice- president shall in the absence of the president, perform the duties and exercise the powers of that office. The Vice president shall chair committees on special subjects as designed by the Board. The Secretary shall be responsible for keeping records of Board actions, sending out meeting announcements, distrusting copies of minutes and the agenda to each Board members, and assuring that Association records are maintained. The treasurer shall make a report on the financial situation of the Association at each Board meeting and shall chair the Finance Committee, assist in the preparation of the annual budget, help develop fundraising plans, and make financial information available to board members and public. The treasurer must get periodic financial reports form chapters. Financial procedure for chapters is given in the Annex1. The Assistant treasurer shall in the absence of the Treasurer perform the duties and exercise the powers of the office.
Section 13- Vacancies
When a vacancy on the Board occurs, the Secretary shall receive nominations form present Board members two weeks in advance of a board meeting and voted on at the meeting. Such vacancies will be filled only to the end of the vacating Board member’s term.
Section 14- Resignation, Termination, and Absence
Resignation from the Board must be in writing and received by the Secretary. A Board member shall be terminated after more than two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three- fourths vote of the remaining Directors.
Section 15- Special Meetings
Special meetings of the Board shall be called upon the request of the President, or one-third of the Board. Notices of the special meetings shall be given to each board member at least two weeks in advance of the meeting date.
Article 5- Committees
Section 1- Committee Formation
The Board of Directors may create committees as needed, such as fund- raising, public relations, audit committee, etc. The President of the Board appoints all committee chairs.
Section 2- Executive Committee
The five officers serve as the members of the Executive Committee. Except for the power to amend the articles of the incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board and is subject to the direction and control of the full Board.
Section 3- Finance Committee
The Treasurer is the chair of the Finance Committee, which includes three other Board Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fund raising plans, the annual budget and the annual independent audit. The financial records of the organization are public information.
Section 4- Compliance Committee
The compliance committee shall be comprised of three non board members as determined and appointed annually by the general membership. Members of the committee may designate a chair by majority vote of the full committee membership. The compliance committee shall have direct access to the Board of Directors, as well as all documents and information relevant to the compliance activities the committee shall seek advice of a legal counsel when it is necessary to resolve a very difficult issue. Duties: problem solving in the organization. Notify the general members and the board of directors on activities impacting their organization. Investigating and acting on matters related to compliance including the flexibility to design and coordinate internal investigations, Develop policies and programs that encourage members of the association and members of the Board to report suspected fraud and other improprieties without fear or retaliation. The compliance committee shall report in writing to the Board and general members periodically, at least annually, on the status of compliance in the association.
Article 6- Miscellaneous
Section 1- Financial
All checks or orders of payment issued in the name of the association shall be signed by two of the three signatory officers.
Article 7- Organization
The chapter shall be organized and chartered in accordance with the articles of Incorporation and National Bylaws of ERDA. When properly organized and chartered by the National ERDA bylaw, the chapter becomes a legally recognized extension of the association. These chapters can be established in an area if there are 8 or more members of ERDA. The chapter can be formed in States in USA or other foreign countries including Ethiopia.
The chapter can perform different activities like entertainment or fundraising and 90% of the income generated from such activities should be sent to the central treasurer account. Every activity has to be reported to ERDA’s Board of Directors.
The chapter shall elect at least three leaders (Chairman, Secretary and Treasurer) and any regular member of the chapter who paid annual membership fee on time and fully can be elected to lead the chapter. Chapter members should determine if they wish to elect or expand the number of the committee. The chairperson of the chapter can be a member of the ERDA’s Board of Directors without a right to vote in any decision making. In the absence of the chairperson, s/he can assign a representative to participate in the Board’s meeting from elected members. All elected members shall serve one year term, but are eligible for re- election to maximize of two terms. A quorum must be attended by at least 50% of the committee before it passes a decision.
Until it creates its own structural chapter- the association will help members to carry out activities to work toward achieving the immediate objective of the association. Chapters formed in the USA and other foreign countries shall be governed by its own regulation the provisions of which shall be computable with act and by law of the association. The chapter may solicit ideas for members and others about fundraising strategies and initiatives. The chapter committee member shall monitor the legal limit of fundraising or income generating of sales transacted on- insuring complaint with state law.
Article 8- Dissolution
Up to dissolution of ERDA, since the association stands for charitable purposes as authorized by 501 © (3) of the Internal Revenue code, after paying all liabilities, the remaining assets shall be donated to the people of Enderta Awraja, in Tigrai, Ethiopia to combat disease, poverty and ignorance.
Article 9- Amendments
Section 1- Amendments
These bylaws may be amended when necessary by two- thirds favorable vote of the Board of Directors. Proposed amendments must be submitted to the general members for adoption at the annual meeting.
1. Finance procedure for chapters:
- Chapters must deposit the collected funds and submit the following to the Treasurer.
- Itemized source of income- such as membership fee, ticket sale, etc.
- Bank deposit receipt that matches the itemized income.
- List of the members who paid the membership fee.
- Chapters must submit a written financial report quarterly to the treasurer.
- The chapters must receive official receipt from the treasurer of ERDA. And the receipt should be in NCR format with three copies white, yellow and pink. White must be given to the payer, yellow and pink should be kept with the treasurer as the pink will be given to the auditor.
- Chapters must submit annual financial report 30 days before the annual meeting.
2. Membership dues:
- Members should pay their dues shortly after the annual meeting.
- All members should pay their dues for the year before the annual meeting of the following year.
- Partial pledge payment should be accepted and the remaining balance should be recorded and make all efforts to collect the balance before the annual meeting.
3. Fundraising activities:
- Chapter must organize fundraising activities in their respective cities.
- A chapter where the annual reunion will take place should be able to cover the expenses to be incurred to facilitate the reunion by organizing different fundraising activities.
- The income generated from the activity of the annual meeting should be deposited into the central account within two weeks after the annual meeting.