Bylaws

Article I – NAME

1.1 - The name of the organization shall be Dr. Harry F. Moniba Foundation.  It is a nonprofit organization incorporated under the laws of the state of Maryland. 

Article II - PURPOSE

2.1 - Dr. Harry F. Moniba Foundation is organized exclusively for charitable and educational purposes.

2.2 - The mission of the Dr. Harry Fumba Moniba Foundation (HFMF), a U.S. nonprofit public benefit charity, is to promote Dr. Moniba's legacies of nonviolence and public service integrity by providing educational opportunities that make a difference in the lives of deserving youths in postwar Liberia and to maximize the effectiveness of every donation to the charity by providing donors with the information they need to make more informed giving decisions.

ARTICLE III — BOARD OF DIRECTORS

3.1 - Board role and size:The board is responsible for overall policy and direction of the association, and delegate’s responsibility of day-to-day operations to the staff and committees. The board shall have up to 25, but not fewer than 7 members.

3.2 - Compensation: No salary shall be paid to directors for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation.  The Board, in accordance to a two thirds vote, shall have the authority to fix or alter compensation.

3.3 - No loans shall be made by the corporation to any director.

3.4 - Removal of Directors - Any Director may be removed from office without assigning any cause by the vote of a majority of the Board at any meeting of the Board.

3.5 - The President - The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject to the control of the Board. The President shall execute, in the name of the Corporation contracts and other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board.

3.6 - Additional Officers and Duties: There shall be four other officers, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:

3.7 - The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.

3.8 - The vice-chair shall chair committees on special subjects as designated
by the board.

3.9 - The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

3.10 - The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

3.11 - Qualification of Directors:  Each director shall be a natural person of full age although they need not be a resident of a specific state or citizen of a specific country, nor are they required to have a minimum level of education.

3.12 - Terms: All board members shall serve two-year terms, but are eligible for re-election for up to six consecutive terms.

3.13 - Meetings and notice: The board shall meet at least once a year, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.

3.14 - Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.

3.15 - Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the association’s diverse constituency. In addition, any member can nominate a candidate to the slate of nominees.

3.16 - Quorum: A quorum must be attended by at least forty percent of board members for any business or motions to take place.

3.17 - Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

3.18 - Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than three unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

3.19 - Special meetings: Special meetings of the board shall be called upon the request of the president, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

ARTICLE IV–  REGULAR MEMBERSHIP

4.1 - Application for membership is open to any individual of any country that supports the purpose of this foundation that is included in Article I.  Membership is granted after completion and receipt of membership application.  All memberships will be granted upon a majority vote of the board. 

4.2 - Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.

4.3 - Resignation and termination: Any member may resign by filing a written resignation with the secretary. A member can have his/her membership terminated by a majority vote of the membership or board.

4.4 - Non-voting membership: The board, if deemed necessary, shall have the authority to establish and define non-voting categories of membership.

ARTICLE V — MEETINGS OF MEMBERS

5.1 - Regular Meetings: Regular meetings of the members shall be held once a year, at a time and place designated by the president but on the same day as regular scheduled board member meetings.

5.2 - At the meeting, the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

5.3 - Special meetings: Special meetings may be called by the director of non board members, or a simple majority of the Board of Directors. A petition signed by thirty percent of members may also call a special meeting.

5.4 - Notice of meetings: Printed notice of each meeting shall be given to each member, by mail, not less than two weeks prior to the meeting.

5.5 - Quorum: Members present at any properly announced meeting shall constitute a quorum.

5.6 - Voting: All issues to be voted on shall be decided by a simple majority of those members present at the meeting in which the vote takes place.

ARTICLE VI — COMMITTEES

6.1 - Committee formation: The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc and assign them to members if necessary.  The board president recommends all committee chairs that non board members vote upon.

6.2 - Executive Committee: The president, along with the four officers, serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

6.3 - Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee.

6.4 - Annual reports are required to be submitted to the board showing expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

6.5 - Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting. Each committee shall determine its own organization and times and places of meetings unless the Board otherwise directs.

ARTICLE VII — DIRECTOR AND STAFF

7.1 - Executive Director: The executive director is hired by the president. The executive director will have the day-to-day responsibilities for the organization that include making sure the organization’s goals and policies are met. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.

ARTICLE VIII – DEPOSITORIES

8.1 - The monies of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.

ARTICLE IX — AMENDMENTS

9.1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

ARTICLE X - OFFICES

10.1 - The registered office of the Corporation shall be located in the state of Maryland.

10.2 - The Corporation may also open up offices within or outside the state of Maryland.  

ARTICLE XI - CONFLICTS OF INTEREST

11.1 - A contract or transaction between the Corporation and one or more of its Board of Directors, officers or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest will be considered conflicts of interest.  It will also apply if the director or a related person is a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the director's judgment if the director were called upon to vote on the transaction.

11.2 - All conflicts of interest transactions will be brought before the Board for action by “Qualified Directors”. 

11.3 - "Qualified director" means any director who does not have either:

1. A conflicting interest respecting the transaction; or
2. A familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.

11.4 - Required Disclosure: will require that all Board of Director members notify the treasury, who will then notify the president and the board that they may have a conflicting interest in the upcoming vote or proposal. The director under required disclosure will have to detail:

1. The existence and nature of the director's conflicting interest; and
2. All facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.

11.5 - Board of Directors’ Vote when dealing with a Conflict of Interest;

Directors' action respecting a director's conflicting interest transaction is effective if the transaction received the affirmative vote of a majority of qualified directors who voted on the transaction after required disclosure to them and the ‘conflict of interest director’ plays no part, directly or indirectly in the deliberations or vote.

ARTICLE XII – SEAL

12.1 - The seal of the Corporation will include the letter M and a circle around the M. 

ARTICLE XIII – ANNUAL REPORT

13.1 - The President and Treasurer shall present the Board at its annual meeting a report, verified by the President and Treasurer or by a majority of the Board, showing in appropriate detail the following:

• The assets and liabilities of the Corporation as of the end of the fiscal year immediately preceding the date of the report.
• The principal changes in assets and liabilities during the year immediately preceding the date of the report.
• The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each bank account held by or for the Corporation.
• The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each bank account held by or for the Corporation.
• The annual report of the Board shall be filed with the minutes of the annual meetings of the Board

ARTICLE XIV – CORPORATE RECORDS

14.1 - The Corporation shall keep at its registered office or at its principal place of business;

• An original or duplicate record of the proceedings of the Board
• The original or a copy of its Bylaws, including all amendments thereto to date
• Appropriate, complete, and accurate books or records of all bank accounts, &
• All the tax information and files pertaining to the corporation.

ARTICLE XV – FISCAL YEAR

15.1 - The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by two-thirds
majority vote on May 1, 2008.

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