VOLUNTEERS ASSOCIATION FOR BANGLADESH (VAB)

122 Taxter Road, Irvington, New York 10533

BYLAWS

ARTICLE I

Name

The name of this Corporation shall be the VOLUNTEERS ASSOCIATION FOR BANGLADESH (VAB) or such other name as may be provided in its CERTIFICATE OF INCORPORATION as amended from time to time.

ARTICLE II

Purpose

Broadly, the purpose of this Corporation is to support charitable and development activities, especially designed for the poor and the needy in order to promote and sustain a strong civil society and democracy in Bangladesh. Under the above broad purpose, the specific purposes of this Corporation shall be:

  1. To support primary and secondary education of the poor and the needy students in Bangladesh.
  2. To support local community efforts in improving educational and training facilities (e.g. instruction, library, laboratory) in the poor and depressed areas of Bangladesh.
  3. To support vocational and skilled training and associated activities for helping the poor and the needy unemployables in Bangladesh to secure and maintain stable employment.
  4. To support other activities, if funds permit, including rehabilitation of destitute, provision of basic health, nutrition and housing services for the poor and needy in Bangladesh.
  5. To undertake and support seminar and dissemination of information activities in the United States to facilitate understanding of the social and economic development problems in Bangladesh and the urgent need to alleviate pervasive poverty in order to build durable foundations for a strong civil society and democracy in Bangladesh.
  6. To liaise and cooperate with other non-profit organizations in the United States that carry out charitable work in Bangladesh in order to achieve effective results from our activities.
  7. To solicit funds and other resources such as books, equipment and to distribute such fund and resources through appropriate charitable and development agencies in carrying out the above purposes as decided by the Board of Directors of this Corporation.

ARTICLE III

Year

The corporate fiscal year shall be from January 1 through December 31.

ARTICLE IV

Location

The principal office of the Corporation shall be located in the Village of Irvington, New York, County of Westchester, in the state of New York. The field office of this Corporation shall be located in the City Of Dhaka, in the country of Bangladesh.

ARTICLE V

Members

The Corporation will have no direct members. Indirectly, the Directors, the Patrons and the Advisors will be considered members of the Corporation for the purpose of the Annual Meeting.

ARTICLE VI

Annual Meeting

  1. The Annual Meeting of the Corporation shall be held during the third quarter of the calendar year, at such place and on such day and hour as the Board of Directors may determine. Notice of the Annual Meeting shall be given as prescribed by the Board of Directors before 30 days prior to the date of such meeting. Notice shall be in the form prescribed by and in compliance with the Not-for Profit Corporation Law of the State of New York. The [Chair of the Board] (amendment made in the ninth annual meeting replaces President) shall preside at the Annual Meeting, and the order of business shall be:

    (a) Reading of the last Minutes;

    (b) Report of Officers and the Board of Directors;

    (c) General business;

    (d) Election of Directors and Chair of the Board

  2. A quorum of the annual meeting of the Corporation shall consist of not less than one third of total members of the Boards of Directors, Patrons and Advisors present, either physically or through written communication. Members not physically present may participate in the business of the Annual Meeting through written communications. Any action by the majority of those present and those not present but communicated in written shall be the action of the Corporation except as may be otherwise required by law.

ARTICLE VII

Board of Directors

  1. The business and the property of the Corporation shall be vested in a Board of Directors, which shall have power to manage and administer the business and affairs of the Corporation. Directors shall be elected at the Annual Meeting on the recommendation of the Nominating Committee and shall serve a term of [four] (amendment in the ninth annual meeting from two to four) years with no bar for reelection for further term(s). There shall be a maximum of twenty-one Directors and the retiring President of the Corporation will be an ex-officio Director. There will be a Chair of the Board, elected by the Directors for a period of four years with no bar for reelection for further terms (added in the ninth annual meeting).
  2. Vacancies occurring on the Board shall be filled in the same way as a Director is elected for the remainder of the term.
  3. Meetings of the Board of Directors shall be held no fewer than [two] times each year (amended at the second annual meeting from four to two), on call of the [Chair of the Board] (amended in the ninth annual meeting from President to the Chair of the Board), giving seven days notice of such a meeting to each Director.
  4. A quorum for any meeting of the Board of Directors shall consist of not less than one third of the members of the Board; and any action by the majority of those present, [either in person or through correspondence including e-mail] (amended at the second annual meeting) shall be the action of the Board of Directors.
  5. No members of the Board of Directors shall receive any compensation from the Volunteers Association For Bangladesh.
  6. The Duties of the Board of Directors shall be:

    7. (a) To manage the affairs of the Corporation;

    (b) To arrange for the raising and allocation of funds;

    (c) To adopt the policies and procedures as may be consistent with the CERTIFICATE OF INCORPORATION & BYLAWS;

    (d) To elect the Office Bearers from the Directors for the successful operation of the Corporation;

    (e) To appoint such committees as it may deem necessary; and

    (f) To annually give a report of its activities to the members of the Corporation.

ARTICLE VIII

Board of Patrons

  1. There shall be a Board of Patrons to review periodically the financial operations of the Corporation and make recommendations to the Board of Directors for improved and responsible financial management of the Corporation. The Board of Patrons will develop guidelines for the operation and use of the Trust Fund and select an auditor for the annual audit of the Corporation's financial operations. The Board shall select a team of one or more persons each year that will travel to Bangladesh at their own expense to inspect activities funded by VAB in Bangladesh and make its report to the Board of Directors and the Board of Patrons.
  2. The Board of Patrons shall comprise maximum 21 members to be elected for a period of four years by individual patrons from themselves. Any individual or an organization can become a Patron by contributing one thousand dollars or more to the Trust Fund of the Corporation. A Patron can make subsequent contributions to the Trust fund in any amount.
  3. Members of the Board of Patrons shall elect a Chair who will arrange at least one annual meeting and other periodic meetings as appropriate to carry out functions entrusted to the Board of Patrons. The Nominating Committee shall arrange the election of the members of the Board and its Chair.
  4. The duties of the Board of Patrons shall be:

    (a) To review the financial operations of the Corporation and make recommendations;

    (b) To develop guidelines for the operation and use of the Trust Fund;

    (c) To select an auditor for annual auditing of the Corporation's financial operations; and

    (d) To select annually a team of one or more persons who will travel to Bangladesh at their own expense to inspect the activities funded by the Corporation in Bangladesh.

ARTICLE IX

Board of Advisors

  1. There shall be a Board of Advisors to review the program of work of the Corporation and make recommendations to the Board of Directors. The Board of Advisors will also review the suitability of relevant charitable and developmental agencies in Bangladesh to receive support from the Corporation. It will also suggest cooperation with relevant charitable agencies that carry out activities in Bangladesh in order to achieve the Corporation's purposes more effectively.
  2. There will be a maximum twenty-one Advisors to be appointed by the Board of Directors for a period of four years based on the recommendation of the Nominating Committee. Advisors should be selected from persons working in community, charitable and developmental work and with particular familiarity with developmental issues and charitable work in Bangladesh. Advisors shall elect a Chair from themselves to arrange meetings and carry out its activities.
  3. The duties of the Board of Advisors shall be:

    (a) To review annually the program of work of the Corporation and make recommendations to the Board of Directors;

    (b) To review periodically on request from the Board of Directors specific proposals for funding from the Corporation and make its recommendations;

    (c) To Bring to the attention of the Board of Directors specific and relevant charitable agencies in Bangladesh that should be considered for support by the Corporation; and

    (d) To recommend to the Board of Directors specific charitable and funding agencies with whom the Corporation should explore cooperation to enhance the effectiveness of its operations.

ARTICLE X

Membership in three boards

No person can be a member of more than one Board of the Corporation at any given time. These are Board of Directors, Board of Patrons and Board of Advisors.

ARTICLE XI

Officers

  1. The officers of the Corporation shall include a President, [a Vice President], a Secretary, [Executive Director, Program Director, Finance Director], a Treasurer, [Public and Community Relations Director, and Media Director] (amended in the ninth annual meeting raising the number of officers from three to nine) to be elected by the Board of Directors from its members based on the recommendation of the Nominating Committee. The officers shall serve a period of four years and shall be eligible for reelection for subsequent term (s). Any vacancy will be filled up in the same way as the post was elected for the remainder of the term.
  2. The President, elected by the Board of Directors, shall be the chief volunteer officer of the Corporation. [He or she shall act as the Chair of the Board and preside at all the meetings of the Board of the Directors] ( deleted in the ninth annual meeting). He/she shall be responsible to the Board for the proper management of the affairs of the Corporation within the policies adopted by the Board of Directors and shall perform such duties as may be requested by the Board. The President shall be an ex officio member of all committees of the Corporation. He/she shall give bond with approved surety for the faithful performance of his/her duties; cost of such bond to be borne by the Corporation.
  3. The Vice President works in the temporary absence of President to preside over meetings and take other necessary actions in managing VAB corporate office. In case of retirement by the current President, the Executive Committee will nominate the candidate for President for approval by the Board. (This position is added in the ninth annual meeting).
  4. The Secretary shall conduct the correspondence of the Corporation, have custody of the records and corporate seal; shall assist the President in running the corporate office including contacts with VAB field office in Bangladesh and shall perform such other duties as may be delegated to him/her by the President or the Board of Directors. (amended in the ninth annual meeting).
  5. The Treasurer shall have custody of the funds of the Corporation and shall disburse the same in accordance with such directions as he/she may receive from the Board of Directors of the Corporation. Whenever requested by the Board of Directors, he/she shall report the financial transactions of the Corporation in such form as may be required. He/she shall invest the funds or deposit the funds of the Corporation in such depositories as may be designated by the Board of Directors and in case of the Trust Fund as recommended by the Board of Patrons. He/she shall be bonded in such amount as may be determined by the Board of Directors, the cost of such to be borne by the Corporation. He/she shall perform all other duties normally pertaining to the office of Treasurer.
  6. The Executive Director organizes and remains in-charge of all VAB meetings: Annual, Board, and Executive Committee. Prepares agenda, fixes time and place, invites participants, keeps records and proceedings. Keep records of all members of Board and Committees and works in cooperation with the President in initiating the process of filling up vacancies and make new appointments. Follow up on the implementation of decisions made in the above Meetings. Perform all other duties delegated by the Board or the President (This position is added in the ninth annual meeting).
  7. The Program Director reviews components of VAB’s educational program and assess their effectiveness in empowering the rural youth with quality education and skill training. Provides guidance and support to VAB-BGD Office and periodically visit program operations in Bangladesh. Recommends modification in existing program components and adoption of new activities and submits periodic report to the Board and the Executive Committee. Liaise with the Central Office and managers in charge of specific program components. (This new position is added in the ninth annual meeting).
  8. The Finance Director reviews VAB financial situation, advises on fundraising, makes necessary contacts, oversees arrangements for an annual fundraising Event and represents VAB in other publicity and fundraising forums including professional gatherings. Advises on annual funding targets and reviews VAB annual budgets. Examines VAB expenses & recommends actions on their scope and limits.( This new position is added in the ninth annual meeting).
  9. The Public and Community Relations Director publicizes VAB, explores collaboration and maintains VAB relations with individuals and communities across USA. Identifies community organizations and gatherings where VAB may present its programs and arranges or oversees appropriate presentations. Provides information on individuals and organizations as potential supporters / donors for VAB. Identifies communities and their organizers where VAB may open offices. Keeps liaison with the Central Office, Media Director and the other VAB offices.( This new position is added in the ninth annual meeting).
  10. The Media Director develops VAB publicity materials in English and Bangla including brochures, annual reports, newsletters, press reports, and other ad hoc reports. Keeps contacts with the media. Maintains liaison with the Central Office, VAB-BGD Office and other Directors requiring the materials.(This new position is added in the ninth annual meeting).

ARTICLE XII

Committees

There shall be the following Committees:

(a) An Executive Committee which shall carry out any responsibilities delegated to it by the Board of Directors, may act for the Board between the Board meetings when action required cannot await a regularly scheduled Board meeting; and shall submit at the next Board meeting for ratification any action taken. [It shall consist of the Chair of the Board, all the officers and three members at large elected by the Board of Directors.] ( amended in the ninth annual meeting).

(b) A Nominating Committee whose purpose shall be to make nominations for the officers of the Corporation, members of the Board of Directors, Chair of the Board shall consist of not less than five members of the Corporation. Nomination for this committee shall be made by the Board of Directors upon recommendation by the President and shall be proposed at the annual meeting. The committee shall be elected by the membership at the Annual Meeting for a term of four years. [The Board of Directors, as amended at the third annual meeting shall perform the functions of the Nominating Committee].

(c) Any other regular or ad hoc committee may be appointed by the President with the approval of the Board of Directors.

ARTICLE XIII

Finances

  1. The Corporation shall have two funds: current and trust. The Trust Fund will include all donations made by Patrons, which will be invested, in secured deposits and from which only the income can be used for current expenditure. This binding will last for the first term of four years at the end of which the Board of Directors will decide the future use of trust fund on the basis of recommendations made by the Board of Patrons. The Current Account will include membership fees, if any, all donations other than the donations to the trust fund and income from the Trust Fund and will be used for current expenses and program and project support.
  2. There will be no paid positions in the Corporation. All members of three Boards and Committees and all the officers shall work strictly on voluntary basis and no payment for their services will be made. This restriction along with the need for any paid officers and staff will be reviewed at the end of the first term.
  3. While the services are strictly voluntary there will be provisions for office and meeting expenses, fund raising costs and reimbursement of reasonable expenses that members have to defray from their own pocket to carry out the activities of the Corporation. The Board of Directors shall decide upon a list of allowable expenditure for the operation of the Corporation based on recommendation made by the Treasurer and the Chair of the Board of Patrons.

ARTICLE XIV

Work Program

  1. The Corporation shall have a Field Representative (FR) in Bangladesh who will be appointed by the Board of Directors for a period of four years. The FR will carry out the activities of the Corporation under the direction of the President and the Board of Directors.
  2. The FR will

    (a) identify charitable agencies in Bangladesh that carry out activities along the lines stated in the purposes of the Corporation;

    (b) analyze and evaluate their specific activities using such criteria as their closeness to the purposes of the Corporation, the ratio of overhead cost to the program cost to determine the extent of voluntarism and the methods and the effectiveness of their operation including the supervision of their grants; and

    (c) make recommendations to the President for activities to be included in work program and the agencies that should receive grants from the Corporation in a given year.

  3. Once the annual work program is finalized and funds are released in installments, the FR shall monitor the use and utilization of grants and make recommendations regarding the release of future installments. At the end of each financial year of operation, the FR will prepare a report for submission to the Board of Directors on the use of grants and the performance of the agencies, which received support from the Corporation.

ARTICLE XV

Amendments

The BYLAWS of the Corporation may be amended in all or in part by two-thirds vote of the members of the Board of Directors present at a meeting of the members of the Board - or at the Annual Meeting ‚ where such action has been set forth as a proposal in the notice of such meeting.

ARTICLE XVI

Dissolution

In the event of dissolution, all of the remaining assets and property of the Corporation shall, after necessary expenses thereof, be distributed to another organization exempt under IRC#501 (c) (3).

ARTICLE XVII

Preparatory Activities

The Corporation will start operation from 1 January 1999. Between now and the end of December 1998, the organizers will select the members of the Board of Directors and the three officers (President, Secretary, Treasurer) and the Chair of the Membership Assembly to carry out work of the Corporation. The selection of the organizers will be placed before the first Annual Meeting of the Corporation for ratification for a period of four years.