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Raya Relief & Development Association - Bylaw

  • ARTICLE I - NAME & OFFICE

  • ARTICLE II - PURPOSE & OBJECTIVES

  • ARTICLE III - MEMBERSHIP

  • ARTICLE V - DUTIES OF OFFICERS

  • ARTICLE VI - INDEMNIFICATION

  • ARTICLE VII - ADVISORY BOARDS

  • ARTICLE VIII - FINANCIAL

  • ARTICLE IX - BOOKS AND RECORDS

  • ARTICLE X - AMENDMENT

  • ARTICLE XI - CONFLICT OF INTEREST

  • ARTICLE XII - DISSOLUTION

BYLAWS OF The RAYA, RELIEF AND DEVELOMENT ASOCIATION IN NORTH AMERICA (RRDANA).

Section 1.1 - Names

The name of the organization is the RAYA RELIEF AND DEVELOPMENT ASOCIATION IN NORTH AMERICA. The association is a non-political and non-partisan organization.

Section 1.2 -Head Office

The head office of the Association shall be located in Washington, D.C.

Section 1.3 -Branch Offices

Dictated by operational requirement, RRDANA may establish offices in North America and Ethiopia.

Section 1.4 -Seal of the Corporation

RRDANA shall have a seal that adequately and reasonably portrays the cultures and norms of the Raya communities.

Section 2.1 Purpose. The Association is organized for the charitable and educational purposes for the benefit of the Raya communities in Ethiopia.

2.1.1 - To assist the community in overall development areas.

2.1.2 - To provide students with educational materials necessary to upgrade their knowledge level and skills.

2.1.3 -To provide support in the area of health provision and health infrastructure development.

2.1.4 - To contribute towards the fight against recurring epidemics and diseases such as HIV/AIDS and Malaria

2.1.5 -To participate in the effort to assist HIV/AIDS orphaned children, people living with HIV/AIDS and seniors whose support mechanism have been seriously compromised by the disease.

2.1.6 - To assist the youth by contributing into programs that is geared towards constructive educational activities and youth development schemes.

2.1.7 -To participate in overall economic, social, developmental and technical activities that benefits the society.

Section 3.1 - Qualifications.

Membership may be granted to any individual or organization that supports the mission and purposes of the organization, and who pays the annual dues as set by the Board of Directors.

Section 3.2 -Member Rights and Responsibilities:

a.Members have the responsibility to support the mission and abide by the rules of the Association. Each member shall be entitled to one vote on each matter submitted to a vote of the members. Members can cast their vote in person at the time of the General Assembly.

b.Members are required to pay membership dues set by the Board Members and are payable before the end of the fiscal year.

c.Members have the right to elect and be elected as officers of the association.

Section 3.3 - Resignation

Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

Section 3.4 - Termination of Membership

The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.

Section 3.5 -Reinstatement of Membership

A person whose membership has been revoked pursuant Article III, Sections 3.3 and 3.4 maybe reinstated as a member provided that such person presents a written request and the board approves the request by 2/3 of the vote.

Section 3.6 Dues.

Dues for members shall be established by the Board of Directors.

Section 3.7 Meetings.

The annual membership meeting shall be held each year and the time and place of the Annual General Meeting shall be decided by the Board of directors. A minimum of 10% of the members present in person or by proxy shall constitute a quorum for transaction of business at a membership meeting. Meetings may be called by the Chairperson or at the request of at least 10% of the members by notice mailed, telephoned, or telegraphed to each member not less than thirty (30) days before such meeting.

AUTHORITY & DUTIES OF OFFICERS

Section 5.1 Officers. The officers of the Association shall be a President, a Vice-President, a Secretary, Treasurer, and a Public Relations Officer. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary/Treasurer.

Section 5.2 Appointment of Officers; Terms of Office. The officers of the Association shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors, but shall not exceed three (3) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.

Section 5.3 Resignation. Resignations are effective upon receipt by the Secretary of the Board of a written notification.

Section 5.4 Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 3.08, whenever in the Board’s judgment the best interests of the Association will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.5 President. The President shall be a director of the Association and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.

Section 5.6 Vice-President. The Vice-President shall be a director of the Association and will preside at meetings of the Board of Directors in the absence of or request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.

Section 5.7 Secretary. The Secretary shall be a director of the Association and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose. He/she is responsible for keeping the accurate records and documents of the Association.

Section 5.8 Treasurer. The Treasurer shall be the director of the Association and overseas the financial matters of the organization. She/he also report to the Board of Directors at each regular meeting on the status of the Council’s finances. She/he shall work closely with any paid executive staff of the Association to ascertain that appropriate procedures are being followed in the financial affairs of the Association, and shall perform such other duties as occasionally may be assigned by the Board of Directors.

Section 5.9 Public Relations Officer. The PR Officer is responsible for promoting the activities and goals of the association. The PR officer in association with other officers of the board is responsible for raising the profile of the Association.

Section 5.10 Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Association. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board.

Every member of the Board of Directors, officer or employee of the Association may be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the Association, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.

ADVISORY BOARDS AND COMMITTEES

Section 6.1 Establishment. The Board of Directors may establish one or more Advisory Boards or Committees.

Section 6.2 Size, Duration, and Responsibilities The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.

FINANCIAL ADMINISTRATION

Section 7.1 Fiscal Year

The fiscal year of the Association shall be January 1 - December 31 but may be changed by resolution of the Board of Directors.

Section 7.2 Checks, Drafts, Etc

All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.

Section 7.3 Deposits and Accounts

All funds of the Association, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Association, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Association, checks, drafts, and other orders of the Association may be endorsed, assigned, and delivered on behalf of the association by any officer or agent of the Association.

Section 7.4 Investments

The funds of the Association may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.

Correct books of account of the activities and transactions of the Association shall be kept at the office of the Association. These shall include a minute book, which shall contain a copy of the Certificate of Association, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.

AMENDMENT OF BYLAWS

These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.08.

1)No board member may be benefited directly or indirectly from the disbursal of the neither association funds nor May the board as a whole, which may be construed as a conflict of interest.

2)Each board member upon accepting a seat on the board agrees to carefully guard against any conflict of interest that might develop between his / her personal interest and that of the association.

3)No member of the board may be compensated for his / her services except that the board of members authorized recorded in the minutes, for payment of all expenses incurred by member of the board in charring out his business of the association.

The ownership and control of all property of what ever kind or character acquired by the organization shall be and remain in said corporation and shall not be subject to the control of any other person or body. Upon the dissolution or disbanding of the organization or other termination of its corporate existence, the property shall be disposed as follows:

Pay all outstanding bills and obligations of the organizations.

The balance shall be distributed, transferred, conveyed, delivered, or paid over to another organization designed at a regular or special meeting of the board of directors and whose purposes are compatible with purposes of this not-for-profit corporation and which are exempt under IRS section 501 (C) (3) or corresponding provisions of any subsequent federal tax laws.

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