Arbagugu Abomsa Development Foundation | 1/31/2016

Article 1
Name and Location of Office

The Name of this organization is Arbagugu Abomsa Development Foundation (AADF). It is a Virginia nonprofit organization with its principal office in Alexandria, Virginia.

Article 2
PURPOSES

This foundation is a nonprofit foundation organized and operated exclusively for nonprofit work within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law) (the Code). The foundation shall not carry on any activities not permitted to be carried on (a) by a foundation exempt from federal income tax under Section 501 (c) (3) of the Code or (b) by a foundation contributions to which are deductible under Section 170 (c) (2) of the Code. This foundation has not been formed for financial profit or gain. No part of the assets, income, or profit of the foundation shall inure to the benefit of its members, council members, or officers. However, the foundation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this article IV.
No substantial part of the activities of this foundation shall be the carrying on of propaganda or otherwise attempting to influence legislation. This foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

2.1 FUNDAMENTAL PRINCIPLES

• ARBAGUGU ABOMSA DEVELOPMENT FOUNDATION is established to achieve the objectives and goals enumerated below

o To create awareness among its members and the people of the region about the necessity and importance of indigenous and self-reliant development activity based on sense of self confidence. The organization will make efforts to create conditions for the betterment of the life of the people of Arbagugu-Abomsa in Ethiopia and development and enhancement of its economic level.

o To improve the life of the· people in the region and provide unreserved support to implement plans and programs

o To provide material and other support to assist the expansion and improvement of education and health facilities in the region

o The Organization will cause to be preserved, maintained and developed the history, heritage and natural resources of Abomsa and Arbagugu.

o To provide donations and relief aid for natural and man-made disaster; moreover, it will also provide support in the effort to rehabilitate and reconstruct destroyed development institutions

o To achieve its objectives, the Organization will cooperate and partner with national and international organizations; it will also provide support and donations

o The organization will make efforts to enable residents of the region to cooperate among themselves and help each other and motivate them to contribute their share towards achieving the organization’s objectives and goals stated above;

o The Organization will make efforts for the establishment of regional chapters in Canada, Europe, Middle East, Australia, and Asia to undertake specific development goals stated this bylaw

Article 3
Objectives of the Foundation

1. The prevention, reduction or alleviation of poverty through employment creation and transfer of improved technologies.
2. The advancement of economy, social development and environmental protection or improvement.
3. The advancement of secondary and higher education
4. The advancement of healthcare and saving of lives.
5. The relief of those in need by reasons of age, disability, financial hardship or other disadvantage.
6. The advancement of capacity building on the basis of Ethiopia’s economic development plan.

Article 4
Authority

4.1. General Authority
The general authority shall be under the members of the Arbagugu Abomsa Development Foundation.
4.2. Board of Directors – Power and Function
• The Board of Directors shall be the highest decision making organ and it is composed of the Chairperson, the vice chairperson, the secretary and the board members (not less than five in numbers)
• The board of directors shall have all powers over the government of this foundation as prescribed by the state law and the following powers and functions.
• The board shall also have authority to bargain sell, purchase, convey, mortgage, lease, movable or immoveable property, open maintain, operate bank account, draw and endorse check, pay & receive money in the name of the foundation, discharge or employee, fix their salaries.
• It shall appoint manager or representative for its head office or Ethiopian branch office whenever it is necessary and delegate powers to the appointed manager or representative to represent the Arbagugu-Abomsa Development Foundation before any governmental authorities or departments ministries and other official bodies local government administration as well as all or any legal or natural person
• It shall give power to the agent or representative to submit application to anybody, open maintain, operate bank account, draw and endorse check, pay and receive money in the name of the foundation subject to the written approval of the board of directors. The agent shall be authorized to employee or dismiss employees, purchase or sell moveable or immovable property and enter contract with the written approval of the board of directors.
• The decision of the board of directors shall be taken by majority vote.
4.2.1. Criteria
• Should fulfill the membership criteria and ethical code of the Arbagugu Abomsa Development Foundation.
• Should believe in the mission, vision, and objectives of the Arbagugu Abomsa Development Foundation.
• Willing to commit time to the Arbagugu Abomsa Development Foundation.
• Should be a member of Arbagugu Abomsa Development Foundation.
4.2.2. Election
• The directors of the foundation shall be elected by members on majority vote.
• Only members of the Arbagugu Abomsa Development Foundation. can elect Board members
• Board members elect positions within the board.
4.2.3. Procedures of Election for Board Membership
• The Arbagugu Abomsa Development Foundation members elect a temporary Election committee to run the election
• This election committee will appoint its own election committee Chairperson who coordinates its activity
• The election committee collect names of candidates and their qualification
• The election committee shall select candidates who meet the Board of Directors criteria.
• The Election committee shall present the nominees to the Arbagugu Abomsa Development Foundation. members in consultation with the Board Chairperson
• The Arbagugu Abomsa Development Foundation. members votes on the candidates. The committee counts the votes and presents the highest voted candidate to be the new Board of directors’ member.
• Quorum for this purpose shall be 1/2 of the members
4.2.4. Board of Directors Meeting
• Regular quarterly meetings shall be held at any place and time convenient to all Board of Directors members, any active members of the AADF are welcome to attend the meeting unless it is closed session board members meeting
• The Board of Directors appoints those serving in the Executive Team for different committees, departments or projects.
• In the absence of the Chairperson the Vice Chairperson chairs meetings on his behalf
• Quorum shall consist of 1/2 of the members of the Board of Directors
• Resolutions shall be adopted by majority vote
• The Chairperson of the Board of Directors shall represent the AADF.
• Board of Directors can have its own internal guidelines. No guidelines shall contradict, alter or amend the by-laws of the foundation.
4.2.5. Duties & Responsibilities of the Board of Directors
• The board of directors serves as the final governing body of the organization, and acts as a monitor for all executive positions and activity of the AADF.
• To provide all operational guidelines to departments including Financial, Media and Communication.
• To prepare short and long term plans and approve Annual Budgeting
• They develop and monitor the Foundation’s financial guideline and activity
• Supervise or delegate to supervise the property of the AADF.
• Hire employees
• Resolve administrative problems
• Call annual meeting or special meetings
4.2.5.1. Chairperson of the Board of Directors
• Runs the Board’s activities
• Prepares the items for discussion along with the vice Chairperson and the Secretary
• Chairs the meetings of the Board of the Directors
• Implements resolutions adopted by the Board of Directors regarding short and long term plans and Annual Budgeting
• Reports progress to the Board every six-month and gives annual report
• Reports problems and uncertainties ahead of time to the Board of Directors
4.2.5.1.1. Term for Chairperson of the Board of Directors
• The term for Chairperson of the Board of Directors is three years. The Chairperson of the Board of Directors can serve a maximum of three terms consecutively.
4.2.5.2. Vice Chairperson
• She/He chairs meetings and acts as Chairperson in the absence of the chairperson
4.2.5.3. Secretary
• The Secretary shall keep minutes of the meeting of the Board of Directors and any other meeting
• Keeps registers, books, and the seal
• Directs received letters to the appropriate committee chair
• The Secretary will keep faithful records of all proceedings of the board
4.2.5.3.1. Term for Secretary
• The term for secretary is three years. The Secretary can serve a maximum of three terms consecutively.
4.2.5.4. Treasurer
• The Treasurer keeps records of money
• The Treasurer will be responsible for oversight of the financial operation of the foundation including required audits or reviews
• The Treasurer will ensure that proper records are maintained and that quarterly financial reports are made to the board and yearly to all members
• Monitors the organization’s account according to the AADF financial guideline and approved budget by the Board of Directors
• Shall report to the Board of Directors quarterly
• Monitors receipts of all expenses
• Shall prepare or oversee the filing of taxes whenever necessary
4.2.5.4.1. Term for Treasurer
• The term for Treasurer is four years unless deem necessary to change by a general or executive board members meeting. The Treasurer can serve a maximum of three terms consecutively.
4.2.5.5. Executive Team (ET)
• The AADF Executive Team (ET) serves as the core executive group responsible for the implementation of the AADF strategic plan
• ET’s role is to develop best practice plan, to ensure the team’s goals are met, and to make sure the team is working as a collective body to be successful
• Provide guidance to the development and implementation of members and departments work plans
• Provide a quarterly report to the AADF Board of Directors regarding the status and progress of AADF Departments.
4.2.5.5.1 ET Lead
• He/She is the Team Lead of the Departments of AADF (Executive Team is the collection of leaders on each AADF departments)
• Provides an update on the progress, challenges, and opportunities of each AADF projects to the Board of Directors
• The ET Directors develops an agenda for each of the Executive Team meetings
• The ET Leads encourages the active participation of Team members and enforces the requirement of their attendance at Leadership Team meetings
4.2.5.5.2. Term for ET Leads
• The term for ET Leads is two years. The ET Leaders can serve a maximum of three terms consecutively.
4.2.6 Term for Board of Directors Members
Currently, there is a three term limit for board members of AADF
4.2.7 Termination of a Board Member
• Unable to carry out his/her duties due to change of residence
• Shows neglect and no responsibility
• Found contradictory to the objectives of the foundation
• Convicted of crime or proven moral failure
• Reluctant to be bound by the majority decision of the Board members
• Unable to lead the foundation due to sickness or death
• Written request of termination to be excused (exonerated) and it is approved

Article 5
AADF Maxim

We Upheld the Commitments, Convictions, Core Values, Beliefs and Governance of AADF We commit ourselves to protect our unity, serve and support the AADF Specifically, through pursuing the followings:
• By searching out & using our knowledge, resources & talents
• Wholeheartedly support, love, and care for the people of Arbagugu and Ethiopia.
• By attending AADF services, meetings, and activities
• By telling others the good news of development & peace in Arbagugu
• By diligently promoting the unity of the AADF organization, being a peacemaker with all.
• By respectfully following this organization policy and procedure, trusting and supporting the leadership
• By submitting to the AADF decisions

Article 6
Memberships

A member is a person admitted to the foundation and who believes in the AADF objectives.
6.1. Criteria for membership
To become a member of the foundation:
• The Board of Directors shall determine his/her request
• Any person who requested to be a member of AADF and if approved will be introduced to AADF, members
• The person must be willing to commit time to serve AADF and pay annual membership.
6.1.1. Membership Classes
There shall be two (2) classes of membership in AADF:
(1) Active members – members who meet AADF “Criteria for membership”
(2) Supporting members – Volunteers who have not yet meet the criteria for active membership in AADF, but they may join the Foundation as Supporters. Supporting members lack certain rights available to active members
6.1.1.1. Active membership requirement
• Monthly contribution
• Regular participation in AADF meetings
• Serve AADF per his/her ability.
• Abide by the by-laws of AADF
** Individual Memberships: Dues for Active members are $120.00 per year.
6.1.2. Membership responsibilities
• It is requirement of each members to:
• Protect the Unity of AADF by acting in love toward other members, and following the decisions of the board
• Share the responsibility of AADF by serving in the foundation, inviting others to attend, and warmly welcoming those who would like to join.
• Support the projects of AADF by applying our resources and talents,
• The members of AADF must agree to abide by the rules and regulations (bylaws) which are now in effect and as they may be amended according to the bylaws.
• AADF member must agree that the foundation’s board has the right to cancel and/or revoke any membership
6.1.3. Privileges of active member
• Serve in all activities they were assigned
• Participate in all members’ meeting
• Can ask for clarification on any issue
• Active members can call general meeting of all members. They/he/she shall collect signatures of at least 20% of all the members.
• Participate in election of Board members and committee chairs.
• Make nominations for positions, and to vote in elections thereof.
6.1.4. Privileges of a supporting member
• Serve in all activities they were assigned
• Participate in all members’ meeting
• Can ask for clarification on any issue
6.2. Termination of Membership
• Death
• Dismissal
• Request from the member
• Unable to carry out his/her duties
6.3. Renewal of Membership
The Board of Directors has the responsibility of readmitting dismissed members.

Article 7
Discipline

Discipline and correction shall be the responsibility of the Board of Directors.
• The discipline should be edifying
• Discipline and correction shall include punishment
• The purpose of the discipline shall be to the benefit and reputation of the foundation
• No member is exempt from discipline.

Article 8
Compensation/ Remuneration

The Board of Directors assumes the responsibility of arranging any payment or expense made for the services to the foundation.

Article 9
General meeting

9.1. Regular meeting

• General meeting shall be held at the end of the year in December to hear the annual report
• The Board of Directors Chairperson leads the General meeting
9.2. Special meeting
A special meeting can be called by majority decision of the Board of Directors or at a written or signed request of 20% of all the members. The meeting shall be announced four weeks before the scheduled date of meeting. Quorum shall be 50% of the members.

Article 10
Conflicts of Interest

No member of the board of directors or members will benefit financially by sitting on the organization’s board or membership.

Article 11
Advisory Board

AADF (AADF). Advisory Board is made up of volunteers who offer their input, ideas and expert advice to AADF elected Board of Directors. AADF Advisory Board members are not legally bound, but give advice and support to the Board of Directors. An Advisory Board member with experience and insight is the perfect person to help AADF directors determine the strategic direction of the organization.

11.1. Advisory Board Member Roles

• Provide input and feedback
• All advisory board members are expected to carry out a specific function independently
• An advisory member’s focus should be helping the board of directors with certain responsibilities
• Both Board and Advisory Board should work in a team effort with the organization’s best interests in mind
11.2. Advisory Board Members Responsibilities and Duties
• Provide advice on promotional Ideas and public awareness
• Attend meetings
• Contribute input and feedback
• Provide advice on organizational development
• Advise the organization on what directions it should follow

Article 12
Dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (C) (3) of the Internal Revenue code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government or to state or local government, for a public purpose. Any such asset not disposed of by the Court of Common Pleas of the County in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purpose

Article 13
Indemnification of Directors

Legal Actions, Suits, or Proceedings brought against Directors of AADF:
1. AADF Directors are not liable for the debts and liabilities of the corporation.
2. Discretionary Indemnification: AADF may, at the sole discretion of the Board of Directors, indemnify any director against any judgment and any expenses including attorneys’ fees incurred by him/her in connection with the defense of any action, suit or legal proceeding, civil or criminal, in which she/he is made a party by reason of being or having been such director.
3. Limitations upon Indemnification: AADF shall have no obligation to provide indemnification to any director in relation to matters as to which she/he shall be considered by AADF Board of Directors to have acted with gross negligence or misconduct in the performance of a duty owed by such director to AADF

Article 14
Amendments

Article(s) can be amended if the amendment is accepted by 2/3 of the Board of Directors and the members in the general meeting.

Approved by the Board of Directors
Sunday, January 31, 2016

Approved by AADF Members
Sunday, January 31, 2016
_________________________________________

Secretary
_______________
Date
I, the undersigned, being Secretary of AADF, hereby certify that the above is a true, complete and accurate copy of the Bylaws adopted by the Board of Directors and members of AADF