American Burundian Culture Development and Follow - up.

PRINCIPAL OFFICER OF THE ORGANIZATION.

MEMBERSHIP:

BOARD OF DIRECTORS:

• Classes: Those who will attend the first six months of the incorporation, will be one class of directors. It shall be composed by the founders of the organization and the elected members of the board of directors.



• Role: The business of the organization will be managed and controlled by the board of directors composed of no more than 21 persons and no less than 5 persons. They will elect officers of the organization.



• TIMMING OF ELECTION / VACANCIES: At each of the annual meetings the directors serve for ensuing year shall be elected by the existing directors. Vacancies occurring annual meetings may be filled for the balance of the term by election of the remaining members of the board of directors.



• TERM: Each elected director shall hold office for a term of 3 years, renewable twice. After serving the maximum time allowed of nine (9) years, a person may a person may again serve after being of the board of directors for two years.



• RENEWAL: A director may be removed for a substantial cause as determined by two third vote of the board present at any meeting at which there is an quorum . In addition, any member of the board of director may be removed for a substantial cause by the majority vote of the board of director present at any meeting at which there is a quorum. Substantial cause shall include failure to participate in the activities of the organization or to pay the statutory contribution.



• RESIGNATION: A director may resign only by presenting a written resignation to the chairman or president of the organization.

ELECTED OFFICERS OF THE ORGANIZATION:

• Election / Vacancy : The officers shall consist of chairman, president vice president, secretary, and treasurer and such. Additional, vice - president, assistant secretaries or assistant treasurer as the board may appoint from time to time. The officers shall be elected by the board of directors from among the members of the board at the first meeting of the directors following the annual meeting of the organization. Any vacancy occurring in any office, for whatever reason, shall be filled by the board of directors and any director shall for-fill the term of his/her predecessor.



• TERM: officers shall serve a term of three years renewable until their successors are elected, or renewable for a cause determined by a two third vote of the board of directors.



• RENUAL: an officer may be removed for evident reasons hindering the progress of the organization or for any other activities contrary to the spirit of the bylaws or prejudciable to the organization as determined by the chairman or president and approved by a two- third vote of the board of directors at a special meeting called for that particular case and at which there is a quorum.



• RESIGNATION: An officer may resign only by submitting a written resignation to the chairman or the president.



• AUTHORITY AND DUTIES: The officers shall have authority and responsibility delegated by the board as states the following:
  
  
  1. THE CHAIRMAN: The chairman shall preside and conduct all the meeting of the board of directors which have the power of control of the actions of the executive committee. He will receive the repots of all meeting and activities of the executive and preside any conflict of interest resolution meeting.
  
  
  
  2. THE PRESIDENT: He shall preside and conduct all the meeting of the executive committee on which he will be director. He shall insure that all the decision of the board of directors are being implemented. The director will sign all conclusion of the executive committee. On addition, the chairman of ABCDF who is at the same time the CEO of this organization, will sign all the contracts and agreements in the name of the organization after they have been approved by the organization in meetings with other organizations, agencies, or the government. He will perform all the duties which are ordinarily the duties of the office, and which are assigned to the board.
  
  
  
  3. THE VICE PRESIDENT: He shall perform all the duties of the president in his absence such other tasks as may be assigned to him by the board of directors or by the chairman.
  
  
  
  4. THE SECRETARY: Shall keep accurate records and minutes of all the meeting of the organization. Make available copies of minutes of previous meeting and distribute them in advance of each meeting. He/she performs all other duties which are ordinarily for the secretary or assigned to him/her by the chairman or the president.
  
  
  
  5. THE REASURER: He/she shall accurate the deposit of the funds of the organization proper account of the incorporation. The recondition of all receipts and disbursements from such account or accounts, the preparation of books and records of finances, the preparation of the annual financial reports and statements. Federal tax reports. He/she shall serve as chairperson of the financial committee.
  
  
  
  6. THE VISE - TREASURER: He/she shall perform the duties of the treasurer if he/she is unable to do so or delegate to him/her.
  
  
  
  7. OTHER OFFICERS: Other officers appointed or elected by the board of directors shall perform such duties as specified by the board or the chairman
  
  
  
  8. BOARD MEETING:
     
     
     • Annual meeting: The annual meeting of the organization shall be held at such a date and time as determined by the board of directors.
     
     
     
     • Regular meetings: regular meetings of the board shall be held at least semi - annually and may be scheduled more often by the chairman or president.
     
     
     
     • Notice of meetings: Notice of regular board meeting, including the annual meeting, shall be in writing and delivered at least 15 and no more than 25 days before the day of the meeting. Notices of special meetings shall state that it is a special meeting being called and may be given orally or in writing 4 day prior to the date of the meeting time. Failure of notice to member shall not invalidate the meeting or any action taken at the meeting.
     
     
     
     • Special meetings: Special meetings shall be held at any place or at any time when called by the chairman or the president or by at least three directors. Business transacted at special meetings shall be controlled to the purpose of the meetings stated in the notice of the meeting.
     
     
     
     • Quorum:
       
       - At meetings of the board of the directors a quorum shall consist of seventy percent 70% of the directors serving and present in person
       
       - at the meeting of the executive committee, the quorum shall consist of the majority (50+1).
     
     
     
     • Voting: except as other wise provided in these by laws, decisions of the board of directors shall be by vote of a majority of those present and voting, but not less than one - third of the directors serving. Each director shall have one vote. Members of the board may vote only in person: there shall be no one proxy voting. Active members can participate to that meeting, hence they are entitled to vote or to postulate as officer in the executive committee.
  
  
• COMMITIES: The board of directors may create such committees with such powers, as it deem wise to have. The president shall appoint persons to the chair and serve on such committees, including persons who are not directors of the corporation. All such appointments must be approved by the board either prior to the appointment or at the next board meeting.
  
  
  • Executive committee: Executive committee shall consist of the president, vise-president, secretary, and treasurer. The executive committee shall develop recommendations with respect to the various pertaining to the affairs of the corporation and shall report such recommendations to the board of directors for action. In instance where special circumstances require expeditious action between meetings of the board of directors. The minutes of the executive committee shall include a summary of the circumstances requiring any expeditious action taken by the executive committee and the minutes shall be submitted to the directors.
  
  
  
  • Board of advisors: The board of advisors shall be appointed by the president and approved by the board of directors. The board of advisors shall consist of at least 13 members.
  
  
  
  • Special committee: The president or the board of directors may establish such special committees as they shall be necessary of the functioning of the corporation. Each such committee shall be given a specific charge and term. No special committee shall have a term extending beyond two (2) years unless appointed. The board of director shall name the members of special committees established by the board of directors. The president shall name the members of special committees established by the president.


• DUALITY OF INTEREST: Any board member, officer, employee, or committee member having interest in a contract or other transaction or determination presented to the board of directors or a committee of the corporation for recommendation, authorization, approval or ratification of his or her interest to the board of directors or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall there upon determine, by majority vote, whether the disclosure was that a conflict of interest exist or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations, with respect to such contrast, transaction, or determination. Such person may not be counted in determining the existence of a quorum at any meeting where contract, transaction or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure, the vote thereon, and where applicable the abstention from voting participation and whether a quorum was present.



• IDENTIFICATION: The corporation shall indemnify its directors and officers to the fullest extend permitted by Maryland statutory or decisional law, as amend or interpreted, including the advancement of related expenses, upon a determination by the board of directors, or independent legal counsel appointed by the board of directors (who may be regular counsel for the corporation) made in accordance with applicable statutory standards: provided , however, such indemnification shall only be to the extent permitted of organizations which are exempt from federal income tax under section 501c(3) of the internal revenue law).



• EXONERATION: To the fullest extent permitted by Maryland statutory or decision law, as amended or interpreted, no director or officer of this corporation shall be personally liable to the corporation or its members for the money damages, provided, however, that the forgoing lionitation of director and officer liability shall only be to the section 501c(3) of the internal revenue law. No amendment of the articles of incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors an officers with respect to any act or omission, which occurred prior to such amendment or repeal.



• INSURANCE: The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who, whole a director, officer, employee or agent of the corporation, and in any capacity, against any liability, asserted against any incurred by such person in any such capacity or arising out such person position, whether or not the corporation would have the power to indemnify him or her against such liability under provisions of the article.



• EMPLOYMEE BENEFITS PLANS: A) The corporation be deemed to have requested a director or officer to serve an employee benefit or welfare plan where the performance of the director’s or officer’s duties to the corporation also imposes duties on , or otherwise involves services by the officer or director to the plan or beneficiaries of the plan. b) Exercise taxes assessed on director or officer with respect to an employee benefit or welfare plan pursuant to applicable law shall be deemed fines. C) Action taken or omitted by the director or officer with respect to an employee benefit or welfare plan in the performance of the director’s or officer’s duties for a purpose reasonably believed by the director or officer to be in the participant’s or beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interest of the corporation.



• MISCELLANEOUS PROVIIONS AND GOVERNING: Except to the extent prohibited by law, the indemnification provided in section 10, above, shall not be deemed exclusive for any other right to which a person seeking indemnification may be entitled under the articles of the incorporation , any bylaw, agreement, vote of disinterest directors or otherwise, both as to action in his or her official capacity and to any other capacity while holding office, and shall continue as to a person who ceased to be a director, officer, employee, or agent of the corporation and shall ensure to the benefit executors, administrators of such person. American Burundian Culture Development And Follow - Up will never engage in self-dealing with their substantial contribution and other disqualified persons. Will distribute annually his income for charitable purposes. Will never engage in private business except for American and Burundian culture exchanges) or any other investment (except American Burundian Culture exchanges) that can jeopardize the carrying out of tax exempt purposes. ABCDF will assure that expenditures further its tax exempt purposes.



• COMPENSATION: The members of the board of directors and elected officers of the corporation shall serve without compensation for their services as board members or officers. Directors and officers may be reimbursed for all expenses reasonably incurred on behalf of the corporation . In addition, nothing in this paragraph is intended to preclude a director from receiving compensation of his or her activities to the corporation in some other capacity.



• INSPECTIONS OF CORPORATION RECORDS: These bylaws, the roster of the directors, the books, of accounts and the minutes or proceedings of the board of directors or and the committees shall be open to inspections no later than ten (10) days after recept of the written request, addressed to the president of the corporation by a member of the corporation for any purpose reasonably related to his/her interests as a member or by the state. Such record will be made available for any purpose at any board of directors meeting when requested by at least three members in the board of directors inspection may be made in person or by an authorized agent or attorney and inspections includes the right to make extras at the members’ expense.



• SIGNATURE AUTHORITY: All checks, notes, acceptances and order for payment of money shall be signed by the president or chairman . All contracts leases and deeds of any kind shall be signed by the president or the vice - president.



• FISCAL YEAR: The fiscal year of ABCDF shall be from January 1st to December 31st.



• ACTION WITHOUT MEETING: Any action which may be properly taken by the board of directors assembled in a meeting may also be taken in a meeting, if consent in writing setting forth the action so taken is signed by all the directors entitled to vote of the directors assembled and shall be filled with the minutes.



• AMENDMENTS: These bylaws may be amended by a single majority vote of the board of the directors present and entitled to vote at a meeting at which a quorum is present. Any proposed amendments must be submitted to the directors in writing with written notice of the meeting to decide on the proposed amendment(s) at least ten(10) days prior to the meeting date.



• NON - DISCRIMINATION: The corporation shall not discriminate against any person on the basis of age, sex, race, color, nationality origin, sexual or affect ional preference, disability, or political religious opinion or affiliation in any of its policies, procedures or practices.



• SEAL: The seal of the corporation shall be circular in form with the words “ American Burundian Culture Development and Follow - Up” , inc or its abbreviation “ABCDDF”.



• RESOURCES: The resources of the association will come from the contribution of the members, donations and legacy, subscriptions, or gifts, government financial aid and fund - raising and from exchange of American and Burundian culture, and so on.



• DISSOLUTION: The corporation may be dissolved by a two - third vote of the board of directors in a special meeting called by the chairman and the president. The meeting will be presided by the chairman. The presence of all the members of the board of directors is required for the decision to be effective. Those who can not attend the meeting (not more than two (2) should write to the chairman and the president one week in advance giving the reason of their absence and making their voices known. After the decision of dissolution the organization will have to clear all its finances and material litiges with all third parties then the assets will be given to another charitable association within the meaning of section 501c (3) of the internal revenue code. The president or the chairman should inform the state authorities in charge of no-profit organizations about the decision no later than one month (10 months of the dissolution).