The name of the corporation shall be Indonesia Relief-USA (hereinafter referred to as Indonesia Relief-USA) is incorporated as a non-profit corporation under the laws of District of Columbia and shall be exclusively for non-profit purposes defined by Section 501(c)(3) of the Internal Revenue.
The purposes for which Indonesia Relief-USA is formed are to undertake and engage in charitable and relief activities, through coordinate and manage relief efforts and humanitarian development programs including but not limited to fund raising, program design, and program execution.
Indonesia Relief-USA shall be empowered to cooperate with other organizations in achieving these goals and engage in such other activities as may be desirable or required to fulfill the purposes and objectives of Indonesia Relief-USA.
Section 1. 2. Registered Office
The registered office of the corporation shall initially be situated in the location stated within the Article of Incorporation and may, at a later date, be moved to such other location as the Board of Directors from time to time designated.
Section 1.3. Other Offices
The corporation may maintain such other offices both within and without the District of Columbia as the Board of Directors may authorize.
ARTICLE TWO MEMBERS
The corporation shall not have members. All authorities shall be vested in a perpetual Board of Directors as set forth in Article Three below.
ARTICLE 3 BOARD OF DIRECTORS
Section 3.1. Powers
The business and affairs of the corporation shall be managed by the Board of Directors which shall exercise all the powers of the corporation. The board may appoint committees for any purpose, including an executive committee that may exercise any of the authority of the board.
Section 3.2. Initial Directors
The initial Board of Directors shall consist of five persons. The initial Board of Directors shall serve a term of three years and be eligible for reelection to two-year terms thereafter; however, in all cases, directors shall serve until their successor shall have been elected and qualified.
Section 3.3. Number
Number of directors to serve on the Board of Directors shall be five or seven or nine directors. If the board consists of five directors, three out of five directors shall be elected by the board as Officers, namely the President, the Treasurer, and the Secretary .If the board consists of seven directors, three out of seven directors shall be elected by the board as Officers, namely the President, the Treasurer, and the Secretary. If the board consists of nine directors, four out of five directors shall be elected by the board as Officers, namely the President, the Vice President, the Treasurer, and the Secretary. The remaining (non-Officer) Directors shall be defined as Regular Directors.
Section 3.4. Election and Term
At least three months prior to the end of its term, the Board of Directors shall form a committee to hold a public meeting in the month of September to elect a Board of Directors. The coordinator and the
Section 3.5. Chairperson of the Board of Directors
The Board shall meet within fifteen (15) days after the election to elect a Chairperson of the Board from among the Regular Directors as defined in Section 3.3 of these bylaws. In the absence of the Chairperson, Board shall elect a chairperson for that meeting.
Section 3.6. Regular Meetings
A regular meeting of the Board of Directors shall be held at least once every two months, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. The Board of Directors may, by resolution, provide for holding of additional regular meetings.
Section 3.7. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.
Section 3.8. Notice
Notice of the time, day and place of regular meetings of the Board of Directors shall be given at least five days previous thereto by notice sent by mail, electronic mail, messenger, telex, fax, telegram or telephone to each Director at his or her address as shown in the records of Indonesia Relief-USA. Such notice for special meetings shall be given any time by electronic mail, telephone or fax to each Director.
If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by messenger, telex, fax, telegram, such notice shall be deemed to be delivered when the message, fax, telex, or telegram is delivered to the messenger service or the telegraph company. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof.
Directors may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Advance notice of meetings should also be provided to Members. The Board of Directors may, at its absolute discretion, hold a closed door meeting when the subject matter of the meeting so requires.
Section 3.9. Quorum
A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action consented to in writing by each and every director shall be as valid as if adopted by the Board of Directors at a duly warned and held meeting of the board, provided such written consent is inserted in the minute book.
Section 3.10. Voting
Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting.
Section 3.11. Removal of absent directors
Directors missing three regular meetings within same fiscal year are deemed removed.
Section 3.12. Vacancies
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 3.13. Compensation
Directors shall not receive compensation for their services as members of the Board of Directors, but the Board may authorize payment by Indonesia Relief-USA of the out of pocket expenses of Directors for their services to Indonesia Relief-USA.
ARTICLE 4 OFFICERS
Section 4.1. Officers
The Board of Directors shall elect Officers from among its members. If the board consists of seven five directors, three out of seven five directors shall be elected by the board as Officers, namely the President, the Treasurer, and the Secretary. If the board consists of nine seven directors, four out of five seven directors shall be elected by the board as Officers, namely the President, the Vice President, the Treasurer, and the Secretary. Officers may be designated by such other titles as may be provided in the Articles of Incorporation or these Bylaws.
Section 4.2. Election and Term of Officers
In the month of September the Officers of the Corporation shall be elected annually at the meeting of the Board of Directors. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided. No officer of Indonesia Relief-USA shall serve for more than six (6) years consecutively in the same office. However, officers may hold another office consecutively.
Section 4.3. President
The President shall be the Chief Executive Officer of Indonesia Relief-USA, shall serve as the Chairperson of the Executive Committee and shall preside at all meetings of the Executive Committee, shall perform all duties customary to that office and shall supervise and control the day to day affairs of Indonesia Relief-USA, in accordance with policies and directives of the Board of Directors.
The annual budget and work plan for day to day operation as well as long term plan shall be prepared under the direction of the President within sixty (60) days after taking over the office and shall be submitted to the Board of Directors for its approval. Notwithstanding the foregoing, the President of Indonesia Relief-USA shall have the following specific powers and duties:
(1) He/she shall be a member of the Board of Directors.
(2) He/she shall review the agenda (prepared by the Secretary) for the meetings of the Executive Committee.
(3) He/she shall appoint such standing or special committees, or subcommittees, as may be required by these Bylaws or as may be necessary, and shall be an observing member without vote, as the appointment shall state, of all such committees of Indonesia Relief-USA. All such committees shall be approved by the Board.
(4) The President of Indonesia Relief-USA shall also perform such other duties as the Board of Directors may designate from time to time.
Section 4.4. Vice President
The Vice-President, if any, shall have powers and duties as the Board of Directors shall determine, including serving as acting president in the absence of the President or during such time as the President is unable to carry out the duties of that office.
He/she shall also be a member of the Board of Directors and of the Executive Committee. The Vice- President shall exercise such other powers and perform such other duties as the Board of Directors or the President may assign from time to time.
Section 4.5. Secretary
The Secretary shall have all powers and perform all duties commonly included in the office of secretary, including the following duties and responsibilities:
(1) He/she shall be a member of the Board of Directors and the Executive Committee.
(2) He/she shall attend all meetings of the Board of Directors and the Executive Committee, and prepare and distribute minutes of all such meetings to the Board of Directors as well as the Executive Committee.
(3) He/she shall ensure that all notices are given in accordance with these Bylaws.
(4) He/she shall prepare the agenda for the meetings of the Board of Directors, and the Executive Committee.
(5) He/she shall help in preparing the semiannual reports describing the achievements, present status, future plans, proposed budget and other matters of interest.
(6) He/she shall perform such other duties as the Board of Directors, the Chairperson of Indonesia Relief-USA or the President of Indonesia Relief-USA may, from time to time, prescribe. The Secretary shall be the custodian of Indonesia Relief- USA meeting records. The Board may authorize any other Officer to perform such tasks.
The Secretary may be assisted by an Assistant Secretary in fulfilling these duties.
Section 4.6. Treasurer
The Treasurer of Indonesia Relief-USA shall have all powers and perform all duties commonly incident to and vested in the office of the treasurer of a corporation, including the following duties and responsibilities:
(1) He/she shall be a member of the Board of Directors and the Executive Committee.
(2) He/she shall be responsible for developing and reviewing the fiscal policies of Indonesia Relief-USA for the approval of the Board.
(3) He/she shall keep the complete and accurate accounts of receipts and disbursements of all amounts. He/she shall deposit all monies and other valuable property of Indonesia Relief-USA in Indonesia Relief-USA’s name to the credit of Indonesia Relief-USA in such banks or depositories as the Board may designate.
(4) Besides maintaining the monthly accounts and semi-annual reports, whenever required by the Board, the treasurer shall prepare a financial report, which shall include the balance sheet, detailed statements of income and expenses for the auditors. The treasurer shall also be able to exhibit the books and accounts to any officer, trustee or the members of Indonesia Relief-USA at any reasonable time.
(5) He/she shall render a report of the finances of Indonesia Relief-USA at the General Assembly meeting or whenever requested by the President or the Board, showing all receipts and expenditures for the current year.
(6) He/she shall provide assistance for filing all tax returns.
(7) He/she shall also furnish, if required by the Board, fidelity bonds or security for the faithful performance of the duties of all Officers or the Board of Directors, at Indonesia Relief-USA's cost and expense.
(8) He shall also perform such other duties as the President or the Board may, from time to time, designate.
The Treasurer may be assisted by an Assistant Treasurer in fulfilling these duties.
Section 4.7. Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
Section 4.8. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
The Officers, within thirty (30) days of their election, may nominate, for approval by the Board, staff coordinators to chair such committees as the Board shall determine to be necessary to the proper functioning of Indonesia Relief-USA. These coordinators together with the Officers shall constitute the Executive Committee. The Board can increase or decrease the number of committees. These committee coordinators shall nominate, in consultation with the Officers and within thirty (30) days of their nomination, members of their respective committees for approval by the Board.
Section 5.2. Duties and Responsibilities of the Executive Committee
The Executive Committee shall have the responsibilities and duties needed for the proper functioning of Indonesia Relief-USA, within the powers expressly granted by the Board of Directors. The duties and responsibilities of the Executive Committee shall include the following:
(1) Develop a plan of work for their respective Committees in accordance with the guidelines laid down by the Board of Directors.
(2) Submit the plan of work to the Board for its approval within thirty (30) days of the complete formation of the Executive Committee.
(3) Implement the approved plan of work and furnish quarterly progress reports to the Board of Directors.
(4) Plan and implement other activities consistent with the objectives of Indonesia Relief-USA, and prepare the status reports for the Board of Directors.
Section 5.3. Meetings
The Executive Committee shall meet on at least a monthly basis at a scheduled time, date and place, to evaluate the progress of different committees, resolve problems, if any, and transact the business of Indonesia Relief-USA. A simple majority of the members of the Executive Committee shall determine the quorum for such meetings.
Section 5.4. Notice
The schedule for meetings of the Executive Committee shall be prepared in advance and each member of the committee shall be notified at least seven (7) days before a meeting.
Section 5.5. Finance Review Committee and Auditors
Each year no later than thirty (30) days before the election of Officers, the Board shall appoint a Finance Review Committee from the Regular Board members (Non-Officers). The Committee shall review the semi-annual finance reports presented to the Board and submit the results of its review to the Board. Each year the Board of Directors shall also appoint a licensed accounting firm to audit the accounts of Indonesia Relief-USA, if deemed necessary. The Board shall make available to public a detailed copy of the audited financial statement, by a formal request of the person.
ARTICLE 6 FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January each year.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 7.1. Contracts
The Board of Directors may authorize any officer or officers, agent or agents, 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 business.
Section 7.2. Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 7.3. Checks, Drafts, or Orders
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors.
Section 7.4. Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors shall select.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE 9 AMENDMENTS
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the board; provided, however, that the minimum number of directors shall not be increased or decreased nor shall the provisions of Article 3, concerning the members, be substantially altered without the prior approval of two-thirds of the members.
ARTICLE 10 DISSOLUTION
A dissolution shall require a minimum vote of two-thirds of the member organizations in good standing. Any residual proceeds shall be distributed to another non-profit organization with 501(c)(3) status.
Amandement was approved on the 18th day of January 2014
Indonesia Relief-USA Board of Directors:
Sahro H Locke