Here are the bylaws that the interim Board proposes for the Friends of Mali. As they state in section 4.1, they need to be approved by 50% of the members of the group.
Section 1.1 NAME
The name of this organization shall be the Friends of Mali (FOM).
Section 1.2 STATEMENT OF INTENT
The purpose of these bylaws is to specify operation, management, and continuity
of the Friends of Mali (FOM) such that the interests of the membership will
be fairly represented and efficiently served.
Section 1.3 STATEMENT OF PURPOSE
The purposes of the Friends of Mali are to:
Section 2.1 COMPONENTS
The organization of the Friends of Mali will consist of a membership, an Executive
Committee, a Board of Directors, and a Board of Advisors. The membership will
consist of individual members and local groups.
Section 2.2 OFFICERS AND DIRECTORS
The Executive Committee will consist of national officers responsible for the
operations of the national organization (i.e., maintaining membership records,
keeping track of finances, coordination projects and committees). The Executive
Committee shall call upon the Board of Directors to decide issues of policy
and budgeting that are of interest to the national membership. The Board of
Directors will consist of the Executive Committee plus two Directors representing
other regions of the country and one Director representing the Malian people.
These three Directors will be available to consult on national issues and have
a prerogative to bring issues of regional interest to the attention of the Executive
Committee.
Section 2.3 ADVISORS
The Board of Advisors shall consist of an adhoc group of interested individuals
serving as a resource for specific skills or knowledge, advice and counsel for
the Board of Directors and Executive Committee.
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Section 3.1 MEMBERS
The Friends of Mali shall have as members any person who, during a membership
year, makes a financial contribution to FOM towards membership dues for that
membership year. Each member shall have one vote in all elections and votes
taken of the membership during that membership year. Each member in good standing
shall receive the Friends of Mali newsletter as a compliment of membership.
Section 3.2 DUES
The annual membership dues shall be determined by the Board of Directors. For
the purpose of dues, a membership year shall start in January and extend until
the end of December of the same year.
Section 3.3 VOTING
All members in good standing shall be notified by mail about votes of the general
membership. Written votes by at least 50 percent of all members in good standing
or by signed proxy shall constitute a majority vote. Proxy votes can be assigned
in writing to a member of the Board of Directors. Votes not otherwise specifies
in these bylaws may be determined by the Board of Directors to require less
than a majority decision by the general membership.
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ARTICLE 4 ADOPTION, AMENDING, AND DISSOLVING THE BYLAWS
Section 4.1 RATIFICATION
These bylaws shall be considered ratified and official upon affirmative written
vote by the majority of members of the Friends of Mali.
Section 4.2 AMENDMENT
Amendments to these bylaws, if approved unanimously by the Board of Directors,
shall be ratified by the general membership thorough written ballot. A simple
majority of the votes cast, and a minimum of 25% of the membership casting ballots,
are required for approval. If a proposed amendment does not have the unanimous
approval of the Board of Directors, ratification by written ballot of the general
membership requires the participation of 50% of the members and a simple majority
of those voting. Amendments to the Bylaws of the Friends of Mali may be proposed
by any member of the Friends of Mali. Any proposed amendment will be put to
a vote of the general membership if it is seconded by at least two members of
the Board of Directors or endorsed by a petition signed by 15 percent of the
current membership. Such proposed amendments shall require the Board to conduct
a vote by mailed ballot to all current members within three months following
the second or receipt of petition. A vote for the dissolution of the Friends
of Mali must be ratified by a written affirmative vote by the majority of the
membership.
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Section 5.1 BOARD OF DIRECTORS
There shall be seven members of the Board of Directors consisting of the officers
of the Executive Committee plus two Regional Directors and a Malian Director.
The Board of Directors shall decide all issues relating to national policy and
the budget for the Friends of Mali.
Section 5.2 ELECTION AND TERM OF OFFICE OF MEMBERS
Elections of the Board of Directors and Executive Committee of the Friends of
Mali shall take place once a year. Directors including the officers of the Executive
Committee shall be elected for a term of two years and can be re-elected to
office in subsequent years. In the initial election, the Vice-President and
Secretary will be elected for a term of one year. Nominations to the Board and
the Committee shall be solicited by mail from all members of the Friends of
Mali at least 30 days prior to a general election by the membership,. All Directors
must be current members of the Friends of Mali. If a sufficient number of Candidates
are not in the way nominated, the Executive Committee shall appoint a nominating
committee to solicit additional candidates. It is the responsibility of the
outgoing Executive Committee to present the membership with qualified candidates
for the national officers and two regional directors of the Friends of Mali.
The ballot to the general membership shall include all qualified nominees and
write-ins. Members shall be given the choice to approve or not approve uncontested
candidates. Uncontested candidates must be approved by a majority of the vote
or the Executive Committee shall present new candidates to the membership for
election. Should the Executive Committee fail to present acceptable candidates
to the membership, and member of the FOM may call upon the Board of Advisors
to step in. The candidates receiving the most votes returned by mail or by proxy
shall be elected. The newly-elected Board of Directors shall take office on
October 1.
Section 5.3 VACANCIES
Any vacancy on the Board of Directors shall be filled by a vote of a majority
of the remaining Directors, until the annual election, though the remaining
Directors constitutes less than a quorum of the Board.
Section 5.4 MEETINGS
All meetings of the Board of Directors are open to the members of the Friends
of Mali. Directors may elect to reach consensus on issues over the phone without
actually meeting. The Board of Directors may, therefore, take action without
meeting if all Directors ratify documentation of their decision in writing.
All meetings and phone conversations for the purpose of deciding issues for
the general membership shall be recorded in minutes of Board of Directors notes.
This documentation shall be mailed to the Directors for sign-off subsequent
to deciding on action. Such actions will be made public to the general membership.
A majority of the Board of Directors shall constitute a quorum. Only members
of the Board may second motions or vote on matters being considered by the Board.
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Section 6.1 OFFICERS
The business and affairs of the Friends of Mali shall be under the direction
and supervision of the Executive Committee who shall exercise all powers in
the direction of FOM activities not reserved by these bylaws to be exercised
by the Board of Directors or the membership., The Executive committee shall
consist of a President, a vice President, a treasurer, and a secretary.
Section 6.2 PRESIDENT
The President shall preside at the meetings of the Board of Directors and the
Executive Committee and shall have general and active management of the business
of Friends of Mali and shall see that all orders and resolutions of the members
of FOM and of the Board of Directors are carried into effect. She/he shall,
subject to the approval of the Board of Directors, appoint the chairs of all
committees, including the editor of the Friends of Mali newsletter (The Griot),
the Membership Secretary, and the webmaster, and shall serve as ex-officio member
of all committees.
Section 6.3 VICE PRESIDENT
In the absence, disability, or refusal to act by the President, the Vice President
shall perform the duties and exercise the powers of the President. The Vice
President may perform such other duties and have other such powers as the Board
of Directors or the President may from time to time prescribe.
Section 6.4 SECRETARY
The Secretary shall keep minutes of the meetings of the Friends of Mali, of
the Board of Directors, and of the Executive Committee or supply a substitute
to keep the minutes in his/her place. The Secretary shall send a copy of all
minutes to Directors and Officers as directed by these bylaws or requested by
the Directors and Officers and file the minutes as the official record of FOM
activities; see that all notices are duly given in accordance with the provisions
of these bylaws; be custodian of FOM records; respond to correspondance, both
physical and virtual; and in general perform all duties incident to the offices
of secretary and such other duties as from time to time may be assigned by the
President of the Board of Directors.
Section 6.5 TREASURER
The treasurer shall have the custody of the Friends of Mali funds and shall
keep full and accurate records of receipts and disbursements in book belonging
to the FOM, and shall deposit all money in the name and to the credit of the
FOM in an account designated by the Board of Directors. The treasurer shall
disburse the funds of the Friends of Mali as may be requested by the Board of
Directors or the Executive Committee, taking proper vouchers for such disbursements,
and shall render to the President, at its regular meetings or when the President
or Board of Directors so request, an account of all financial transactions for
the Friends of Mali. Checks in excess of $100 shall be signed by two or more
members of the Board of Directors.
Section 6.6 MEETINGS OF THE EXECUTIVE COMMITTEE
The Executive Committee shall meet, not less frequently than once a quarter,
the time and place to be fixed by the President. All meetings of the Executive
Committee are open to all members of the Friends of Mali. When appropriate,
the President shall make a reasonable effort to notify the membership or a portion
of the membership of the time and place of Executive Committee meetings, as
determined by the President with the approval of the other standing members
of the Committee.
Section 6.7 AD HOC MEMBERS OF THE EXECUTIVE COMMITTEE
The President, with the approval of the other standing of the Executive Committee,
may designate the chairs of committees and the editor of the FOM newsletter
as ad hoc members of the Executive Committee.
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The President, subject to the approval of the Board of Directors, shall be
empowered to recruit and select a Board of Advisors to the Friends of Mali.
The members of the Board of Advisors need not be members of the Friends of Mali
but shall be added to the mailing list as a matter of course. The members of
the Board of Advisors shall be non-voting affiliates of the Friends of Mali
available as resources for advice and counsel and participation in projects
and activities of the Friends of Mali. Immediate past Presidents of the Friends
of Mali shall automatically be given membership on the Board of Advisors. The
term of service of members of the Board of Advisors shall be unlimited and also
the number of members. The Board of Directors may remove a member from the Board
of Advisors by a majority vote.
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Section 8.1 BUDGET
By the second month after their election by the general membership, the Executive
Committee shall prepare a budget of anticipated income and expenses of the Friends
of Mali for that year and submit it to the Board of Directors. Upon passage
by the Board of Directors, with or without modification, this budget shall be
the appropriation measure for that fiscal year. No committee or activity may
exceed its appropriation without the consent of the Board of Directors.
Section 8.2 FISCAL YEAR
The fiscal year shall end on the last day of December.
Section 8.3 DISSOLUTION
Upon dissolution, the remaining assets of the Friends of Mali shall be disbursed
in accordance with the Internal Revenue Service regulations regarding the disbursement
of assets of a tax-exempt organization existing at the time of dissolution.
The Board of Directors shall see researched and approved appropriate disbursement
of assets.
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