By-law

ARTICLE 1. NAME, REGISTRATION, MISSION AND VISION

1.1 Name:  This organization shall be known as the United Tegaru Youth in North America (UTYNA) for any and all purposes. The organization shall be referred to as UTYNA for the remainder of this by-law.  


1.2 Registration: This corporation is organized exclusively for cultural, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Therefore,
UTYNA shall be registered with the IRS as a 501© 3 non-profit organization in Minnesota, USA.   


1.3 Mission: The mission
of the organization is to capture and promote the social and intellectual capital of Tigrean youth through education, business, cultural celebration, and community engagement. Furthermore, UTYNA seeks to aid in the development of the Tegaru community both domestically and internationally (in Ethiopia) by fostering the development of financial, academic, and cultural capital through philanthropy.   


  The specific objectives and purpose of this organization shall be:  

 

  1. To provide educational materials such as textbooks, computer software, and instructional materials for impoverished and undeserved communities in the Tigray region of Ethiopia. 
  2. To provide facilities, equipment, and a trained staff for participants to engage with community partners, and address the needs of disadvantaged families and youth 
  3. To provide opportunities for participants to engage in cultural, philanthropic, and community engagement.
  4. To sponsor, host and/or participate in events and activities that promote the cultural awareness and philanthropy.

1.4 Vision: The organization seeks to have a strong and sustainable network of Tigrean youth that will give back to their communities in North America and Ethiopia.   

ARTICLE 2. BOARD OF DIRECTORS

2.1 General Powers: the Board of Directors shall manage the affairs of UTYNA. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the organization. Directors need not be residents of any particular state.  


2.2 Number, Tenure, and Reelection: 
The Board shall consist of seven (7) Directors. UTYNA council members will nominate Directors bi-annually (every 2 years). The nomination and the Election Day will be during a conference date in the beginning of August.  


   A director shall hold office for a period of (1) year or until he or she dies, resigns, or is removed by a majority vote of the Directors under section 2.10 of this Article. A Director may be reelected for the same position a total of (1) time. A Director may be elected for a different position after serving a maximum of (1) year in one position.  


2.3 Regular Meetings
By Resolution: The Board may specify the time and place for holding regular meetings or conferences without other notice than such resolution. Regular meetings may be rescheduled by the Chairperson or any other Director pending the approval of the Chairperson. Notice of these meetings shall be sent to all members of the Board of Directors no less than five (5) days, prior to the meeting date.   


2.4 Special Meetings: Special Board meetings or conferences may be called by or at the request of the Chairperson, Vice-Chairperson, Secretary, or any other (2) Directors. 


2.5 Notice of Special Meetings: Written notice stating the date, place, and time of each special Board meeting or conference shall be delivered by mail, facsimile, or electronic mail to each Director at his/her address, shown on the records of the organization, at least (2) days before the meeting or conference. Notice shall be effective upon delivery at such address. The purpose of the special meeting need not be specified in the notice of such meetings. 


2.6 Waiver of Notice: Whenever any notice is required to be given to any Director under the provisions of these Bylaws, a waiver must be agreed upon by the person or persons entitled to such notice. Such agreement may be documented by electronic email or signed by the person or persons entitled to such waiver.  


2.7 Quorum: A majority of the Directors shall constitute a quorum at any Board meeting. Directors may still hold meetings without a quorum, but may not make decisions affecting the organization. 


2.8 Final Decisions: All final decisions to take any action on behalf of or for the benefit of the organization must be decided by the majority vote of the Board.  


2.9 Resignation: Any Director may resign at any time by delivering written notice to the Chairperson or Secretary.


2.10 Removal: A Director who fails to fulfill the necessary requirements of the position may be removed from office upon the vote of a majority of the remaining Directors if in their judgment the best interest of the organization would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least seven (7) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.   


2.11 Vacancies: A vacancy occurring on the Board may be filled without undue delay by the vote of a majority of the remaining Directors.    


2.12 Presumption of Assent: A Director of the Organization present at a Board meeting at which action on any organizational matter is taken shall be presumed to have assented to the action taken unless his/her dissent
is entered in the minutes of the meeting, or unless he/she files his/her written dissent to such action with the person acting as the Secretary of the meeting by electronic email. A Director who voted in favor of such action may not dissent. 


2.13 Compensation: Directors shall not receive any salary or payment for their services. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 


2.14 Loans: No loans shall be made by the organization to any of its Directors.  


2.15 Meeting by Conference Telephone: 
Members of the Board may participate in a meeting by means of conference or similar communications equipment provided that all persons participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.  


2.16 Action by Board without a Meeting: 
Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action is signed and submitted by each of the Directors. An electronic mail may be presumed as signature and consent. In the event of an absence of such consent setting forth the action, the absence shall be counted as a decision for the action.  


2.17 Committees: The majority of the Board, by resolution, may designate and appoint (1) or more committees to advise and/or work with the Board. If the committee shall have and exercise the authority of the Board in the management of the Organization, it shall consist of no fewer than (3) Directors. The Board, by resolution, may vote to dismantle said committee at any time.  

ARTICLE 3. Director Positions

3.1 Number: The officers of the Board shall include a Chairperson, Vice-Chairperson, Secretary, Treasurer, Internal Auditor, Public Relations Person, and a Member, all of whom shall be elected by the members of UTYNA and assigned by the Board.  The Board shall consist of (1) Chairperson, (1) Vice-Chairperson, (1) or more Secretaries, (1) Treasurer, (1) or more Internal Auditors, (1) or more Public Relations Persons, and (1) or more Members. Any (2) or more positions may be held by the same person except for the Chairperson, Vice-Chairperson, and Internal Auditor.  


3.2 Election and Term of Office: The Directors of the Board shall be elected bi-annually by the members of UTYNA at a meeting
held during the annual Tigray Festival in North America. The time and venue of an election may be changed by a unanimous agreement of the Board. Unless he/she dies, resigns, or is
removed, each Director shall hold office until his/her successor is elected.  


3.3 Resignation: Any Director may resign at any time by submitting a written notice to the Chairperson, Secretary, or the Board.  


3.4 Removal: Any Director or Committee member elected or appointed by UTYNA members or the Board may be removed by the Board whenever it is in the best interest of the organization.  


3.5 Vacancies:  A vacancy in any position may be filled by the Board for the remaining portion of the term.  


3.6 Chairperson: The Chairperson shall generally serve as the representative of the Association and shall preside at all meetings of the membership. The President shall have the following duties: 

A. He/she shall supervise and direct all of the assets and affairs of the organization.

B. The Chairperson shall preside over all meetings or conferences.  

C. The Chairperson may sign any document on behalf of the organization provided that an action resulting from such signature has been approved by the majority of the board. When the signing and execution of said documents has been expressly delegated to another Director or committee member, the Chairperson may not sign in substitution.  


3.7 Vice-Chairperson: The Vice-Chairperson, in the absence of the Chairperson, shall perform the duties of the Chairperson and any other duties assigned by the Chairperson.  

A. The Vice-Chairperson may also act as head of any committees the Board appoints.  

B. In the event of the Chairperson’s death, resignation, or removal, the Vice-Chairperson shall assume the duties and responsibilities of the Chairperson.  


3.8 Secretary: The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:

A. Keep the meeting agenda, minutes of the meetings of the Board, and correspondence emails regarding the organization in one or more books and electronic files provided for that purpose.

B. Ensure that all notices are duly given in accordance with the provisions of this by-law. 

C. Be a custodian of all organizational records. 

D. Keep a record of the addresses and contact information of all Directors, (e) Prepare and submit an annual report concerning the history and status of the organization. 

E. Perform any their duties as assigned by the Chairperson or the Board. In the absence of the Secretary, Directors may act as substitutes in the following order: Public Relations Person, Vice-Chairperson, and Chairperson.    


3.9 Treasurer: The Treasurer shall have charge and custody of and be responsible for all the funds and securities of the Organization. He/She will also:  

A. Receive and give receipts for moneys due and payable to the Organization from any source whatsoever. 

B. Deposit all such moneys in the name of the Corporation in the bank. 

C. In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time assigned by Chairperson or the Board.  


3.10 Public Relations Person: The PRP shall be responsible for promoting the mission and vision of UTYNA.  

A. He/She shall be the primary point of contact for the Organization and will constantly update and market the projects/activities of UTYNA.  

B. The PRP shall advocate and market to build and uphold the positive image of the Organization.  


3.11 Internal Auditor: The Internal Auditor shall perform a quarterly audit of the Organization's financial status, and present his/her findings to the Board.  

A. If there arises a time when Board shall hire an external auditor, the Internal Auditor may provide all information necessary, but may not directly participate in the process or outcome of the auditing.  


3.12 Member: All individuals who are willing to and interested in furthering the mission and vision of UTYNA are eligible to become members of the Organization.  


3.13 Salary: The Directors shall not receive any salary or compensation for their services. Directors may be reimbursed for their expenses. No loans shall be made by the organization to its Directors or members.  

ARTICLE 4. MEMBERS

4.1 Rights and Guidelines: Members have a right to participate in the decision-making of the organization through individual or mass communication. Members have a right to vote for the members of the Board on an annual basis.  


4.2 Responsibilities: Members are responsible for paying the designated member fee of $10.00 per month or $120.00 per year for adults, and $5.00 per month or $60.00 per year for students. 

ARTICLE 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts: The Board may authorize any officer or officers to enter into any contract in the name of, and on behalf of, the Organization while adhering to Article 2.5 of this by-law.  


5.2 Loans: No loans shall be contracted in the name of, or on behalf of, the Organization and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board.  


5.3 Checks, Drafts, Etc.: All orders of payment shall be made by check or money order. All payments, except those exceeding ($500.00) must be signed and documented by the Treasurer. The Chairperson must, in the event that payment is made or received using cash, provide a well documented receipt.  


5.4 Deposits: All funds raised and not otherwise employed by the Organization shall be deposited into the Organization’s bank account.  


5.5 Gifts and Contributions: The treasurer may accept on behalf of the Organization any contribution or gift as may be consistent with the established purposes of the Organization.   

ARTICLE 6. BOOKS AND RECORDS

6.1 Books and Records: The Organization shall keep complete and correct books and records of account, minutes of the proceedings of its Board, and such other records as may be necessary. All books and records may be inspected by a Director at any reasonable time, upon reasonable notice to the Secretary of the Organization.   

ARTICLE 7. FISCAL YEAR

The fiscal year shall be the calendar year, provided that if a different fiscal year is at anytime selected for the purposes of federal income taxes, the fiscal year shall be changed accordingly.   

ARTICLE 8. Conflict of Interest and Compensation

8.1. Purpose:  The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. 


8.2 Definitions:  Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 

 

  1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

    Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. 


8.3 Procedures: 

 

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person,he/she shall leave the governing board or committee meeting while the      determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest
    1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
    2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
    3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a  more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
    4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  4. Violations of the Conflicts of Interest Policy
    1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
    2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.


8.4  Records of Proceedings:  


  1. The minutes of the governing board and all committees with board delegated powers shall contain:
         The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.


8.5 Compensation:  


  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who      receives compensation, directly or indirectly, from the Organization for  services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

8.6  Annual Statements:


Each director shall annually sign a statement which affirms such person:  

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.

8.7. Periodic Reviews:


To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:  

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE 9. WEBSITE, SOCIAL MEDIA, AND DISSEMINATION OF INFORMATION

  

The website www.utyna.org shall maintain all factual and reliable information on behalf of the Organization. Information on behalf of or in the name of the Organization disseminated on any other website or social media must bear or be signed by the Organizations logo, a letter from the Chairperson, Secretary, or Public Relations Person. The Facebook page Tigray Festival North America shall be maintained by members of the Organization for the purposes of social network with fellow Tigreans. 

ARTICLE 10. ORGANIZATIONAL POLICIES

  

By resolution, the Board may adopt supplemental guidelines as the need arises. Any adopted guidelines must abide by and fall within the scope of this Bylaws. 

ARTICLE 11. DISSOLUTION

  

Upon dissolution or termination of the Organization’s existence, the property shall first be directed towards the payment of any outstanding bills and obligations. Secondly, the Board shall conduct a special meeting whereby 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 a state or local government, for a public purpose. 

ARTICLE 12. AMENDMENTS

  

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board.

We, the undersigned, are all of the initial directors or incorporators of the United Tegaru Youth in North America, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 7 preceding pages, as the Bylaws of this corporation. As required by the Bylaws, any amendments shall require the affirmative vote of an absolute majority of directors.