Algeria Watch International International
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Milwaukee County, State of Wisconsin.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The Board of Directors (BOD) may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the BOD may, from time to time, designate.
SECTION 1. IRC SECTION 501(C)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, 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.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
Algeria Watch International's mission is to bring to public world attention actions that (1) violate the human rights of Algerians and non-Algerians in Algeria, (2) violate or restrict freedom of expression of Algerians and non- Algerians in Algeria, (3) violate principles of democracy and fair political participation in Algeria, (4) hinder real progress towards a lasting resolution to the tragic conflict in Algeria, and (5) lead to the degradation of the economic and social conditions in Algeria; such actions Algeria Watch International will condemn and will call upon public world opinion to do likewise. By the same token, Algeria Watch International will bring to the attention of the world actions that (1) promote the human rights of Algerians and non-Algerians in Algeria, (2) promote and defend freedom of expression of Algerians and non-Algerians in Algeria, (3) promote principles of democracy and fair political participation in Algeria, (4) promote real progress towards a lasting resolution to the tragic conflict in Algeria, and (5) promote better economic and social conditions in Algeria; such actions Algeria Watch International will applaud and will call upon public world opinion to do likewise.
SECTION 1. NUMBER
The corporation shall have 4 (four) directors and collectively they shall be known as the Board of Directors (BOD).
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows:
SECTION 3. POWERS
The BOD shall act as an advisory board to the President and shall make such recommendations as to assist him in carrying out his duties as president of the organization.
BOD recommendations are not binding. The President may choose to follow or ignore, in part or in whole, BOD recommendations.
The BOD has the power to veto any bylaws amendment. In such cases, the veto must be a unanimous vote of four BOD votes.
SECTION 4. OFFICES OF THE BOARD OF DIRECTORS
The four offices of the BOD are:
(i) President (one) (ii) Treasurer (one) (iv) Vice President (two)
SECTION 5. DUTIES OF PRESIDENT
The President shall:
B. Oversee all activities related to the management of Algeria Watch International's public relations activities.
C. Act as official Spokesperson for Algeria Watch International.
D. Set the agenda for the Annual Meeting.
E. Moderate all regular meetings.
G. Submit a yearly Periodic Report to an office of this state within the time limits set by law.
H. The President may appoint executive officers to assist him/her in fulfilling the tasks of President.
I. The President may remove/change the duties of any of his/her executive officers.
J. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these bylaws.
SECTION 6. DUTIES OF TREASURER
The Treasurer shall:
A. Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the President.
B. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
C. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the President, taking proper vouchers for such disbursements.
D. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
E. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.
F. Render to the President, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
G. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
H. Oversee and organize all activities aimed at raising funds for Algeria Watch International.
I. Submit to the President once every six months a Financial Report, detailing the financial transactions and standing of AWI since the last report.
J. The Treasurer may appoint executive officers to assist him/her in fulfilling the tasks of Treasurer. Although executive officer appointments and removals need not be cleared in advance with the President, the President may for any reason veto an executive officer appointment.
K. The Treasurer may remove/change the duties of any of his/her executive officers. Although executive officer removals/task changes need not be cleared in advance with the President, the President may for any reason veto an executive officer removal.
L. All staff changes must be communicated to the President. No staff change will take effect until notice is provided to the President.
M. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the President.
N. In the absence of the President, or in the event of his/her inability or refusal to act, the Treasurer shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Treasurer shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these bylaws, or as may be prescribed by the President.
SECTION 7. DUTIES OF VICE PRESIDENT
The BODís vice presidents shall act as the visionaries of the BOD and shall be concerned with assisting the President in identifying and outlining the long term vision of AWI.
SECTION 8. TERMS OF OFFICE
A. Each director shall hold office for a period of 1 year and until his or her successor is elected and qualifies.
SECTION 9. ELECTIONS TO OFFICE
SECTION 10. VACANCIES
A. Vacancies on the BOD shall exist (1) on the death, resignation or removal of any director, (2) whenever a new BOD is elected and the number of BOD officers elected is less than 4, and (3) whenever the number of authorized directors is increased.
B. Directors must give a 2-week written notice to the President or the BOD, before resigning. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
C. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Exactly three members of the sitting BOD must vote to remove a director.
D. A BOD vacancy must be permanently filled through a general vote and in accordance with the regulations specified in Article 3, Section 11, no later than 30 days after the vacancy is in effect.
E. A person elected to fill a vacancy on the board shall hold office until the next election of the BOD or until his or her death, resignation or removal from office.
F. The BOD may temporarily fill a BOD vacancy for a period of 60 days by appointing an Algeria Watch International member who is not a member of the remaining sitting BOD and who satisfies the qualification requirements as specified in Article 3, Section 2. Within those 60 days, the BOD must seek nominations to the BOD. In case at least one candidate is presented, the BOD must hold a general election to elect the new BOD member(s). In case no candidate is presented to the vacant BOD position(s), the BOD may renew the vacancy appointment or appoint another AWI member for an additional 60 days. In the case where a temporary appointment resigns, the replacement appointment will fill the replacement for the remaining balance of days left in the 60 days terms of the resigning temporary member.
SECTION 11. PLACE OF MEETINGS
A. The President shall determine where meetings are to be held.
B. Two types of meetings are recognized:
(i) Physical meeting, by which it is meant the presence in the same physical space, as in a room or a conference hall, of persons; (ii) Virtual meeting, by which it is meant the real-time communication of persons via telephone.
SECTION 12. REGULAR MEETINGS
A. The BOD shall meet three times during its session: During the month of January, during the month of May, and during the month of September, unless otherwise specified by the BOD.
B. The meeting agenda shall be written by the President.
SECTION 13. SPECIAL MEETINGS
A. Special meetings of the BOD may be called by any member of the BOD.
B. The place and time of the meeting shall be determined by the BOD.
C. The agenda shall be written by the person calling the meeting.
D. The minutes of the meeting shall be taken by the person calling the meeting.
SECTION 14. NOTICE OF MEETINGS
A. Unless otherwise provided by the Articles of Incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the BOD:
(i) Regular Meetings. No notice need be given of any regular meeting of the BOD.
(ii) Special Meetings. At least one week prior notice shall be given by the person who called the meeting.
SECTION 15. QUORUM FOR MEETINGS
A. A quorum shall consist of 3 (three) of the members of the BOD, with the written consent of the fourth member.
B. Except as otherwise provided under the Articles of Incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 16. CONDUCT OF MEETINGS
A. Meetings of the BOD shall be presided over by the President, or, in his or her absence, by a BOD member selected by the present members. The President or his replacement shall act as moderator and scribe for the meeting, unless otherwise agreed upon by the BOD.
SECTION 17. NONLIABILITY OF DIRECTORS
A. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
A. The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 19. INSURANCE FOR CORPORATE AGENTS
A. Except as may be otherwise provided under provisions of law, the BOD may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these bylaws or provisions of law.
SECTION 1. COMMITTEES
A. The corporation shall have such other committees as may from time to time be designated by the President. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
A. The President, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
A. Except as otherwise specifically determined by the President, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
SECTION 3. DEPOSITS
A. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the President may select.
SECTION 4. GIFTS
A. The President may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
CORPORATE RECORDS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
A. Four types of records are identified:
i. Corpus: a historical compilation of accumulated information (e.g., minutes of meetings, financial transactions, old reports).
ii. Document: a standing record issued once at the start of AWI, and updated periodically, with the old document replaced by its update.
iii. Report: a record issued periodically, detailing activities, actions, etc., and supplanted by the next report of its type.
iv. Form: a fill-in-the-blanks document to be used by members.
B. Three levels of confidentiality are identified:
i. BOD: the record may be viewed only by the BOD.
ii. General Membership: the record may be viewed by the general membership of AWI, but not the general public.
iii. General Public: the record may be viewed by the general public.
D. The following Corpora shall be kept:
(i) Minutes of all meetings of directors, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof. (CBOD001)
(ii) Adequate and correct books and records of account, including accounts of corporation properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses. (CBOD002)
(iii) Proposals of Bylaws amendments. (CGEM003)
(iv) Corpus of all old Reports. (CGEM004)
(v) Corpus of all old documents. (CGEM005)
(vi) Corpus of all old forms. (CGEM006)
(vii) Corpus of Periodic reports. (CGEP007)
(viii) Corpus of staffing changes. (CGEM008)
E. The following documents shall be kept:
(i) Membership Document: A record of its members, if any, indicating their names and addresses and, when applicable, the termination date of any membership.(DGEM001)
(ii) A copy of the corporation's Articles of Incorporation and bylaws as amended to date. (DGEM002)
(iii) Division of Labor Document. (DGEP003)
F. The following reports shall be kept:
(i) Annual Report: issued by the president once a year during the annual meeting presenting the major activities of AWI, its achievements, challenges and future goals for the coming years. (RGEM001)
(ii) Financial Report: issued once every four months by the treasurer detailing the financial standing and transactions of the corporation since the last report. (RGEM002)
(iii) Periodic Report: issued once a year by the President, and delivered to an office of this state within the time limits set by law.
G. The following forms shall be kept:
(i) Application form for membership to AWI. (FGEP001)
(ii) By-laws amendment form. (FGEP002)
SECTION 2. CORPORATE SEAL
A. The BOD may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
IRC 501(C)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
A. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this 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.
B. Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
A. No part of the net earnings of this corporation shall inure to the benefit of, or be distributed 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 of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
A. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
A. In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
A. Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the President.
B. Any member of Algeria Watch International may propose a bylaws amendment.
C. A bylaws amendment application must be filled and submitted to the President via e-mail.
D. One application per amendment must be filed.
E. The application must be signed by the person making the proposal: the sponsor.
E. The proposal must be accompanied with a total of at least ten (10) names from Algeria Watch International members who support the bylaws amendment.
F. The proposal must specify exactly the wording of the new bylaw, or the new wording of the bylaw being modified, or the bylaw to be eliminated. In case a new bylaw is proposed, the exact place of the new bylaw must be indicated. In case of modification of an existing bylaw, or deletion of an existing bylaw, the exact bylaw must be specified.
G. No incomplete application may be accepted.
H. The BOD has the power to veto any bylaws amendment.
I. If and when the BOD approves a bylaws amendment, the bylaws amendment shall be submitted to the Algeria Watch International membership for approval.
J. The President must schedule referendum on bylaws amendment(s) no later than two months after an amendment has been proposed.
K. The referendum is open at midnight, North American Eastern time, of a Tuesday selected by the President, and ends exactly 24 hours later (at the end of the Tuesday, at midnight, North American Eastern time). The results of the referendum must be announced by the President within 48 hours of the close of the referendum (i.e., on Wednesday or Thursday).
L. Whatever new bylaws modifications, additions, and/or deletions have passed will take effect 48 hours after the close of the referendum (starting on the Friday following the referendum).
CONSTRUCTION AND TERMS
A. If there is any conflict between the provisions of these bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
B. Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
C. All references in these bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
D. All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of 18 preceding pages, as the bylaws of this corporation.
Dated: 11-12, 1997
Amended : 11-17, 1998
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