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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.
- GENERAL
- ORGANIZATION
- MEMBERS
- ADOPTING, AMENDING AND DISSOLVING THE BYLAWS
- BOARD OF DIRECTORS
- EXECUTIVE COMMITTEE
- BOARD OF ADVISORS
- FINANCIAL MATTERS
Friends of Mali Bylaws
ARTICLE 1 GENERAL
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:
- Facilitate communication between members of the Friends of Mali and
promote exchange of information relevant to the organizationÍs objectives.
- Respond to requests or need for information about Mali.
- Facilitate the sharing and exchange of ideas, activities, materials,
resources and expertise between members and other interested parties.
- Promote interest in Mali and Africa, promote development education,
and represent the Peace Corps experience. Also, to support the continual
learning of members in areas related to the culture, country and development
of Mali
- Promote and facilitate projects members undertake in accordance with
the objectives of the group.
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ARTICLE 2 ORGANIZATION
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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ARTICLE 3 MEMBERS
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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ARTICLE 5 BOARD OF DIRECTORS
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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ARTICLE 6 EXECUTIVE COMMITTEE
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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ARTICLE 7 BOARD OF ADVISORS
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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ARTICLE 8 FINANCIAL MATTERS
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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