BYLAWS
of the
BIRDAMLIK MOVEMENT
ARTICLE I
NAME AND ADRESS
Section 1.1 Name. The name of the organization is Birdamlik Movement (the “Organization”). The Board of Directors may hereafter change the name of the Organization as it may determine to be necessary or advisable, all in accordance with and
as may be permitted pursuant to the Missouri Corporation Act, Chapter 355, Section 355.001 et seq. (the “Nonprofit Corporation Act”).
Section 1.2 Formation. The Organization has been organized as a nonprofit corporation under the Nonprofit Corporation Act.
Section 1.3 Office Address. The office address of the Organization shall be 1813 Peach Street, St. Peters, Missouri 63376, or such other place or places as may be designated from the to time by the Board of Directors, upon written notice to all Members.
Section 1.4 Registered Agent. The Organization shall have and continuously maintain in the State of Missouri a registered agent and registered office as required by the Nonprofit Corporation Act. The current registered agent of the Association in the State of Missouri shall be Bokhodir Choriyev and the registered office of the Association shall be 4006 A Hydraulic Avenue, St. Louis, Missouri 63116. The Board of Directors may change the registered agent and registered office of the Organization as it may determine to be necessary or advisable, all in accordance with and as may be permitted pursuant to the Nonprofit Corporation Act.
ARTICLE II
PURPOSE
The purpose of the Organization is to promote the social democratic change in the Republic of Uzbekistan through education, social and humanitarian programs, and advocacy efforts. The Association does not contemplate pecuniary gain or profit to its Members as a result of membership in the Organization. The Organization shall not pursue any activity to influence federal or state litigation nor shall it participate or intervene in any political campaign of candidates for local, state, or federal office.
ARTICLE III
MEMBERS
Section 3.1 Classes. There shall be two classes of members: Corporate and Individual. No class of membership shall have any rights, preferences or limitations superior to those of any other class; provided, however, that different dues may be assessed to different membership classes.
Section 3.2 Qualifications. Membership may be granted to any individual or entity that supports and endeavors to advance the mission and purpose of the Organization, and pays the annual dues and other assessments levied by the Board of Directors.
Section 3.3 Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the Directors, may suspend or expel a member or otherwise terminate the membership of any Member for failure to pay dues or other assessments or for failing to maintain qualification for membership in the Organization as determined by the Board of Directors in its absolute discretion.
Section 3.4 Resignation. A Member may resign at any time by delivering a written notice to the Secretary; however, resignation shall not relieve a Member of the obligation to pay dues or other changes accrued and unpaid.
Section 3.5 Annual Dues. Annual dues for Members shall be established by the Board of Directors. The Board may assess different annual dues to different classes of membership.
ARTICLE IV
MEETINGS OF THE ORGANIZATION
Section 4.1 Place of Annual and Special Meetings. All annual and special meetings of the Organization shall be held at the Organization’s principle office or at another suitable and convenient place permitted by law and fixed by the Board of Directors from time to time and designated in the meeting notices.
Section 4.2 Date of Annual Meetings. Annual meetings of the Organization shall be held at least once each year on a date as shall be fixed by the Board of Directors by written notice to the Members, but in no event later than the second Monday in April of each year. The Members may transact any business which may properly come before the meeting.
Section 4.3 Notice of Annual Meetings. The Secretary shall mail notices of annul meetings to each Member directed to the last known mailing address for such Member as shown on the records of the Organization, by first class mail, postage prepaid.
Notices of annual meetings shall be mailed not less than ten (10) nor more than sixty (60) days before the date of the meeting and shall state the date, time and place of the meeting,
the purpose or purposes thereof and the items on the agenda, including the specific nature
of any proposed amendment or change to the Articles or these Bylaws, and any proposal
to remove a director or officer of the Organization. In lieu of mailing notice as herein provided, notices of annual meetings may be delivered by hand to the Members or left at their residences in their absence.
Section 4.4 Special Meetings. Special meetings of the Organization may be called by the President, a majority of the Directors, or upon presentation to the Secretary
of a petition stating the specific purpose of the special meeting, provided, however, such petition has been signed by the Members having not less than twenty percent (20) of the votes entitled to be cast at such special meeting.
Section 4.5 Notice of special Meetings. The Secretary shall mail or deliver notice of any special meeting of the Organization to each Member in the manner same
Items required by Section 4.3 of these Bylaws for notices of annual meetings. No business shall be transacted at any special meeting except as stated in the notice thereof unless by consent of two-thirds (2/3) of the Members present at the special meeting, either in person ort by proxy.
Section 4.6 Member Quorum. At any duly convened meeting of the Organization, a quorum shall be present if Members possessing at least twenty percent (20%) of the voters that may be cast at such meeting are present in person or by proxy at the beginning of the meeting.
Section 4.7 Member Voting. Except as otherwise provided herein, the Members shall be entitled to vote upon any matter properly brought before them at an annual or special meeting of the Organization. Each Member shall have one vote on each such matter, including in the election of Directors and cumulative voting shall not be permitted. Action shall be taken at a properly called annual or special meeting at which a quorum is present by a majority of the votes of the Members cast at such meeting. Votes may be cast in person, by proxy or ballot by Members of record who are entitled to vote. A Member who has been disqualified from membership or who is delinquent in payment of dues or other assessments shall not be permitted to vote at any annual or special meetings of the Organization.
Section 4.8 Other of Business. The order of business at all meetings of the Association shall be as follows: (a) roll call; (b) proof of notice of meeting or waiver of notice; (c) approval of the minutes of the preceding meeting; (d) reports of officers and committees; (e) election of Directors, if applicable; (f) unfinished business; (g) new business; and (h) adjournment.
Section 4.9 Action Without Meeting by Written Ballot. Any action which may be taken by the vote of the Members at a regular or special meeting of the
Organization be taken without a meeting of the Members if the action is approved by Members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those Members representing at least eighty percent (80%) of the voting power, and delivered to the Secretary for inclusion in the Minute Book or filing with the corporate records.
ARTICLE V
AUTHORITY AND DUTIES OF DIRECTORS
Section 5.1 Authority of Directors. The business and affairs of the Organization will be governed by the Board of Directors and the Board may exercise any and all powers and authority provided by the Nonprofit Corporation Act.
Section 5.2 Number, Selection, and Tenure. The number of Directors shall be fixed by the Board of Directors from time to time, provided, however, that the number of Directors shall not be less than three (3). Directors shall be elected at the annual meeting of the Organization and shall hold office for a term of two (2) years. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining Directors. In the event of a tie vote, the President shall choose the succeeding director. A director elected to fill a vacancy shall be elected for the unexpired term of that director’s predecessor in office.
Section 5.3 Resignation and Removal. A director may resign at any time effective upon receipt written notice to the Secretary. Elected Directors may be removed for cause by consent of two-thirds (2/3) of the Members at any properly called and held special meeting of the Organization.
Section 5.4 Regular Meetings. The Board of Directors shall hold at least two (2) regular meetings per calendar year. Regular meetings shall be at such dates, times and places as the Board shall determine.
Section 5.5 Special Meetings. Special meetings of the Board of directors may be called by the President or by the secretary upon the written request of any two directors. Special meetings shall be at such dates, times and places as the Board shall determine.
Section 5.6 Notice. Notice of meeting of the Board of Directors shall be given to each Director personally, by telegram, by telephone, facsimile or United States mail, with postage prepaid, directed to him at his last known post office address, as the same appears on the record of the Organization, at least five (5) but not more than thirty (30) days before the date of the meeting. This notice shall state the date, time, place and purpose of the meeting. Meeting of the Board of Directors may be held by conference telephone.
Section 5.7 Quorum. A quorum shall consist of a majority of the Board attending in person or through teleconference. All decision will be by majority vote of those Directors present at a meeting at which a quorum is present. If less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting without further notice.
Section 5.8 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors ( including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 5.9 Participation in Meeting by Conference Telephone. Members of the Board may participate in the meetings through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 5.10 Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which, except for an Executive committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Organization.
Section 5.11 Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Organization’s business may be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore as determined by the Board of Directors.
ARTICLE VI
AUTHORITY AND DUTIES OF OFFICERS
Section 6.1 Officers. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other officers as the Board of Directors may designate from time to time. Any two (2) or more offices may be held by the same person.
Section 6.2 Appointment of Officers; term of Office. The officers of the Corporation shall be elected by the Board of Directors at regular meeting of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the board of Directors, but shall not exceed thee (3) years. Officers shall hold office until a successor is duly elected and qualified . Officers shall be eligible for reappointment.
Section 6.3 Resignation. An officer may resign by delivering written notice to the Secretary.
Section 6.4 Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing in lieu of a meeting pursuant to Section 5.8, whenever in the Board’s judgment the best interests of the Organization will be served thereby.
Section 6.5 President. The President shall be the chief executive of the Organization and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as may be assigned by the Board of Directors from time to time.
Section 6.6 Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose, and shall perform such other duties as may be assigned by the Board of Directors from time to time.
Section 6.7 Treasurer. The Treasurer shall report to the Board of Directors at each regular meeting on the status of the Organization’s finances. The Treasurer shall work closely with any paid executive staff of the Organization to ascertain that appropriate procedures are being followed in the financial affairs of the Organization, and shall perform such other duties as may be assigned by the Board of Directors from time to time.
Section 6.8 Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Organization. The powers and duties of the paid staff shall be as assigned or as delegated by the Board.
ARTICLE VII
INDEMNIFICATION
Every member of the Board of Directors, officer or employee of the Organization may be indemnified by the Organization against expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officers or employees in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the Organization, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Organization. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE VIII
ADVISORY BOARDS AND COMMITTEES
Section 8.1 Establishment. The Board of Directors may establish one or more Advisory Boards or Committees.
Section 8.2 Size, Duration, Responsibilities. The size, duration, and responsibilities of such advisory boards and committees shall be established by a majority vote of the Board of Directors.
ARTICLE IX
FINANCIAL ADMINISTRATION
Section 9.1 Fiscal Year. The fiscal year of the Organization shall end on December 31 but may be changed by resolution of the Board of Directors.
Section 9.2 Checks, Drafts, Etc. All checks, orders for the payment of money, or any other obligations shall be signed or endorsed by such officer or officers or agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 9.3 Deposits and Accounts. All funds of the Organization, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Organization, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Organization, checks, drafts, and other orders of the Organization may be endorsed, assigned, and delivered on behalf of the Organization by any officer or agent of the Organization.
Section 9.4 Investments. The funds of the Organization may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501 of the Internal Revenue Code.
ARTICLE X
BOOKS AND RECORDS
Correct books of account of the activities and transactions of the Organization shall be kept at the principle office of the Organization. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors and of the Organization.
ARTICLE XI
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 5.8 of these Bylaws.
BIRDAMLIK MOVEMENT
CONFLICT OF INTEREST POLICY
Article I
Purpose
The purpose of the conflict of interest policy is to protect the Birdamlik Movement’s (Organization’s) 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.
Article II
Definitions
1. Interested Person - Any director, principle 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.
2. Financial interest - A personal has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or
individual with which the Organization has a transaction or arrangement ,or
c. A potential ownership or investment interest in, or compensation agreement 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.
Article III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interest 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
a. 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.
b. 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.
c. 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.
d. 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
a. 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.
b. 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.
Article IV
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers
shall contain:
a. 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.
b. The names of the persons who were present for discussion 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.
Article V
Compensation
a. 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.
b. A voting member of any committee whose jurisdiction includes compensation
matters and who receives compensation, either directly or indirectly, from the
Organization for services is precluded from voting on matters pertaining to that
member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction
including 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.
Article VI
Annual Statements
Each director, principal officer and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. 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.
Article VII
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:
a. Whether compensation arrangements and benefits are reasonable, based on
competent survey information and the result of arm’s length bargaining.
b. 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 immurement, impermissible
private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization
may, but need not, use outside advisors. If outside experts are used, their use shall not
relieve the governing board of its responsibility for ensuring periodic reviews are
conducted.
