FRIENDS OF NIGERIA
As adopted October 20, 1998, restated September 20, 2008, and
further amended March 16, 2015
1. Name. The name of this organization shall be Friends of Nigeria, Inc., also known as FON.
2. Offices. There will be a registered agent of FON in the State of Connecticut, where FON is incorporated, for the purpose of service of process.
3. Purpose / Mission / Goals.
To be the Peace Corps Nigeria alumni association.
To promote a sense of community among Nigeria Peace Corps alumni and other friends of Nigeria, to support the interests of the Nigerian people, and to educate the public about Nigeria.
· Foster communication among our members through tools such as a newsletter, websites, and interactive listservs.
· Promote the creation of publicly accessible archives of historic photos, recordings, memorabilia and documents.
· Sponsor and promote reunions of FON members.
· Fund projects that have as their aim to make a positive impact on the lives of Nigerians.
· Promote a better understanding of Nigeria.
The purposes for which this organization, Friends of Nigeria, Inc., is organized are exclusively religious, scientific, literary, and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue law. Notwithstanding any other provision of these bylaws, this organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue law. In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501(c)(3) and 170(d)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the federal, state, or local government for exclusively public purposes.
1. Full Members. Anyone who agrees to the purposes of FON will be entitled to full membership of FON upon payment of annual membership dues, so long as the obligations of membership are fulfilled.
2. Other Members. The Board of Directors (Board) may establish other classes of membership it may determine to be in the interest of FON.
3. Membership Dues. Annual membership dues will be determined by the Board.
4. Membership Rights and Privileges. Full members shall have the right
5. Meetings. There will be a general membership meeting held every second year, at the date, time, and place designated by the Board, with notice of the meeting being given to members no fewer than ten nor more than sixty days before the meeting. If practicable, the membership meeting should coincide in date and place with the annual board meeting for that year.
C. BOARD OF DIRECTORS
1. Responsibilities. The affairs of FON will be under the direction of the Board, which will exercise all corporate powers that are not designated exclusively to the full membership. Neither the property of Directors nor that of FON members will be liable for the debts of the organization.
2. Number. There will initially be a minimum of seven Directors of the Board, the exact number to be determined, from time to time, by the Board. The exact number at present is eleven (11). The number of Directors may be increased or decreased by the Board, or by the members at the biennial membership meeting.
3. Term. The term of office for Directors of the Board will be two years, ending upon the election of Directors at the next following biennial membership meeting.
4. Nomination. One to five months prior to the biennial meeting, the Board may solicit from the membership nominations for Directors of the Board. Any full member may nominate any member, including one's self, by submitting a nomination, together with the endorsement of five other full members, to the secretary prior to the closing date for nominations adopted by the Board. Solicitation will be by newsletter or any other means reasonably accessible and intended to reach all members. The Board may also appoint a nominating committee to solicit and make additional nominations. Nominations will be closed prior to the biennial meeting of the membership at a date set by the Board.
5. Election. The names of all nominees who have accepted nomination will be put to a vote at each biennial membership meeting. In any contested election, the Board will distribute proxy ballots to all members no less than one month before the biennial membership meeting. Included with the ballot will be such other material as the Board determines to be relevant. All those present at the biennial membership meeting will vote in person, and all proxy ballots returned by that date shall be counted. Voting for Directors will not begin until after any vote to increase or decrease the number of Directors. Voting will be by plurality of members present or voting by proxy. In the event of a tie for the last open position, the balance of the newly-elected Directors will choose the winner. Each new Director shall take office upon election.
6. Vacancies. Except those filled under section C.5, vacancies may be filled by the Board, and Directors so appointed by the Board shall, like other Directors, serve until the following biennial membership meeting.
7. Meetings. There will be an annual Board meeting held at a time and place determined by the Board, coincident if practicable with any NPCA annual general meeting. FON annual board meetings will be open to the general membership, although the Board may conduct business it deems necessary, determined by a majority vote of Directors present, in executive session. The Board may have as many other special meetings as it deems necessary conducted by conference call or other technologies that will allow board members to converse in real time. The President will call such meetings, giving all Directors at least fifteen (15) days’ notice prior to each meeting, while reserving the right to call an emergency meeting on shorter (but not less than two (2) days’) notice.
8. Quorum. A majority of the authorized number of Directors constitutes a quorum.
9. Conduct of Meetings. Meetings will follow Robert's Rules of Order. The Secretary will keep minutes of each meeting to include the text of motions made and seconded, by whom, and whether the motions were adopted.
10. Action Without a Meeting. Action required or permitted to be taken by the Board may be taken without a meeting if a consent in writing, including e-mail, is given by each Director.
11. Executive Committee. The Board may delegate duties and powers it deems appropriate, subject to Section 33-1101 of the Connecticut Revised Nonstock Corporation Act, to an Executive Committee composed of members of the Board.
12. Other Committees. Subject to Section 33-1101 of the Connecticut Revised Nonstock Corporation Act, The Board may appoint any other committee it determines to be in the interest of FON. Such a committee may be made up of individuals in a manner the Board determines.
13. Expenses and Compensation. No personal expenses, including travel and lodging, will be permitted unless expressly approved in advance by the Board. No director may be paid money for services for FON unless expressly approved by the Board in advance of the performance of such service.
14. Officers. The first act of each newly elected Board shall be to elect from its membership a president, vice president, membership chair, treasurer, secretary, and newsletter editor. It may select other officers as it deems helpful to the operation of FON. The term of any officer expires with the term of the Board which appointed the officer.
a. President. The President shall preside at all meetings of the general membership and the Board, and shall generally manage the business of FON seeing that all orders and resolutions of the membership of FON and the Board are carried out. The President shall be responsible for calling all meetings of the Board and shall distribute a written agenda for each meeting to all Board members at least 5 days prior to each meeting.
b. Vice President. In the event that the President is unable to carry out the duties of office the vice president shall do so. In the event the President is unable to attend any Board meeting, the Vice President shall preside.
c. Membership Chair. The membership chair shall maintain the FON computer database, solicit, receive, and record new and renewal memberships, produce the membership directory, and prepare labels for all mailings, including the newsletter.
d. Treasurer. The Treasurer shall maintain correct books and accounts of FON’s properties and transactions, and shall send to the Directors such financial statements, annual and other reports as requested by the Board. The Treasurer shall deposit all monies, including membership dues, to FON’s bank accounts, and shall disburse FON’s funds as necessary and as the Board may order.
e. Secretary. The Secretary shall take the minutes of each Board meeting, however held, and record each action without meeting, and shall distribute written minutes of each meeting and the record of each such action to all Directors within 15 days of the meeting or action. The Secretary shall prepare and obtain the consents pursuant to section C.10, Action Without a Meeting. The Secretary shall keep and maintain the records of FON, including corporate filings with governmental bodies, notices of meeting, minutes of meetings, and actions without a meeting.
f. Newsletter Editor. The editor shall be responsible for the production of a quarterly newsletter to be distributed to the membership and such others as the Board determines. The Editor shall maintain the historical file of all FON newsletters.
1. Deposits. All funds of FON shall be deposited to a bank account or accounts in the name of FON in banks chosen by the Treasurer and Membership Chair, and approved in writing by the President. Expenditures exceeding $500 shall be submitted to and approved in writing by the President.
2. Gifts. The Board may accept or reject gifts on behalf of FON for either general or specific purposes. Such gifts shall be promptly recorded in the records of FON.
3. Loans. FON will incur no indebtedness without a specific resolution of the Board.
4. Fiscal Year. The fiscal year will be July 1 to June 30.
E. AMENDMENT. These bylaws may be amended by a majority vote of those members voting at the annual meeting, or by the Board except where precluded by the Connecticut Revised Nonstock Corporation Act.