I. Name, Offices and Purpose
1.1 Corporate Name. The Corporation’s official name shall be ABAN, INC.
- Principal Office. The Corporation’s principal office shall be at P.O. Box 707
, Princeton, New Jersey, 08542 or at such other place as the Directors may from time to time determine.
- Other Places of Business. The Board of Directors may, at any time, establish offices at any location where the Corporation is qualified to do business.
- Corporate Purpose. The Corporation is organized exclusively for
charitable, educational purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code, including to serve as a platform to promote and develop civil societies in the Middle East region, serve as an intellectual source for Middle East democratic development, advance the peaceful membership of the region in the global community, and encourage charitable giving in the Middle East.
2.1 Board of Directors. The affairs of the Corporation shall be managed by a Board of Directors consisting of at least seven (7) members.
2.2 Election of Directors. Directors may be nominated by any Director, but such nominations must be first sent to the Nominating Committee before they are placed on a ballot for vote by the Board of Directors and shall be elected by a majority vote of the Board of Directors. The term of office of each Director shall be four years from the date of the election. Nothing herein shall be construed to prevent a Director from succeeding himself in office for additional terms.
2.3. Required Qualifications of Directors. Directors must be distinguished in their respective profession, possess experience and be interest in the activities of ABAN, INC, and actively participate in its operations. Board members must also be willing to speak at the Corporation’s meetings or on behalf of the Corporation with media bat public or private forums and be supportive of the Corporation financially.
2.4 Regular Meetings of Directors. The Board of Directors shall hold regular meetings at least once per year at such location as it shall determine. At each such meeting, the Board shall determine the date, time and place of the next regular meeting. The Corporation’s Secretary shall notify any Director not present at that meeting of the date, time and place of the next regular meeting by sending written notice to each such Director at least thirty (30) days in advance of the date therein designated for that meeting. A majority of the members of the Board shall constitute a quorum for the transaction of business by the Board.
2.5 Special Meetings. A special meeting of the Board may be called at any time by the President of the Corporation or any four (4) Directors for any purpose consistent with the Corporation’s Certificate of Incorporation or Bylaws. Such meeting shall be held upon twenty-four (24) hours’ notice if given by telephone, facsimile, electronic mail, or in person, or upon 10 days’ notice if given by mail. Such notice shall specify the time and date of the meeting.
2.6 Conference Call Meetings. Members of the Board of Directors may participate in a meeting by means of conference telephone calls or similar communications equipment which enable all participants to hear each other. Such participation in a meeting shall constitute presence at the meeting.
2.7 Action Without A Meeting. The Board of Directors may act without a meeting if, prior or subsequent to such action, the entire Board unanimously consents to such action in writing.
2.8 Board Voting Requirements. Each Member of the Board of Directors shall have one vote on all matters which come before the Board. All matters requiring a vote of the Board shall be decided by a majority vote of Directors voting thereon, except that a two-thirds (2/3) vote of the Board shall be required to remove a Director or to amend the Corporation’s Bylaws.
2.9 Compensation. No Director shall receive a fee, salary or remuneration of any kind for his services as Director, except that the President and Vice President may receive reasonable compensation as employees of the Corporation who may also be members of the Board. The Corporation may, however, reimburse Directors or employees for reasonable expenses incurred by them for corporation purposes. The Board may pay its employees reasonable compensation for their services to the Corporation as approved by the President.
III. Board Committees
3.1 Executive and Other Committees. The Corporation shall have an Executive Committee, composed of the Chairman, Vice-Chairman, President, Vice President, Secretary, Treasurer, and Legal Counsel, which shall be empowered to act on behalf of the Corporation between meetings of the Board of Directors, except that such Executive Committee shall not take any action prohibited by law. By resolution adopted by a majority of the entire Board, the Corporation may appoint from among its Directors other committees, including a Nominating Committee, each of which shall have one or more members, and each of which shall have such authority as set forth in such resolution. The Board may, by resolution adopted by a majority of the entire Board, abolish, fill any vacancy in, appoint alternate members to, or remove a Director from, any such other committee. The President may assign members of staff to work and function as a liaison with the Executive Committee and any other committee of the Board.
3.2 Honorary Board of Directors, Advisory Council, and Young Leaders Council. The President and/or the Board of Directors may appoint an Honorary Board of Directors, an Advisory Council, and a Young Leaders Council whose sole function will be to advise and consult with the President and/or the Board of Directors concerning matters related to strategic directions, mission, goals, objectives and affairs of the Corporation, but such Board or Council will not have any voting powers or managerial powers. The appointment and term of such Honorary Board of Directors and Advisory Council Member shall be at the discretion of the Board of Directors. Members of the Honorary Board of Directors and Advisory Council may be removed at any time by the Board of Directors with or without cause on written notice to such Honorary Board of Directors and Advisory Council Member.
3.3 Nominating Committee. The Corporation shall have a Nominating Committee composed of members of the current Board of Directors, including the President. Members of the Committee are proposed by the President and approved by the Board. They shall serve for two years and are assigned to screen nominees to the Board of Directors and other elected bodies before the names are submitted to the Board of Directors for vote.
3.4 Committee Meetings. Board committees shall meet at such times and places as determined by the Chairman, President or committee chairman. The presence of a majority of the members of a committee shall constitute a quorum for the transaction of business by that committee.
4.1 Election of Officers. The Board of Directors shall appoint Chairman (or Co-Chairmen), Vice-Chairman, President, Vice President, Secretary, Treasurer, Legal Counsel, and such other officers, as it deems necessary for the conduct of the Corporation’s affairs. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by two or more officers. The duties and authority of the officers shall be determined from time to time by the Board. Subject to any such determination, the officers shall have the duties and authority set forth in the following paragraphs.
4.2 Officers to be Directors. The members of the Executive Committee shall be Directors; other Officers may be appointed who are, but need not be, Directors.
- Duties of the Chairman. The Chairman (or Co-Chairmen) shall make sure the Bylaws are properly followed, the President administers the policies, directives and programs approved by the Board of Directors, and the President is successful in achieving the Corporation’s mission and goals in an efficient and timely manner. The Chairman is also responsible for fundraising for the Council and ensuring that the organization remains solvent at all times.
- Duties of the Vice Chairman. The Vice Chairman, if one is appointed by the Board, shall perform the duties of the Chairman in the Chairman’s absence or inability to perform said duties. The Vice Chairman shall also have such additional responsibilities as the Chairman of the Board may, from time to time, delegate to him/her.
- Duties of the President. The President shall have general charge and supervision over and responsibility for the affairs of the Corporation, and shall preside at all meetings of the Corporation, except the meeting of the Board of Directors and Honorary Board of Directors where their respective chairperson preside at such meetings, and shall be the spokesperson for the Corporation. The President may enter into and execute in the name of the Corporation contracts or other instruments not in the regular course of business which are authorized either generally or specifically by the Board. The President shall have the general powers and duties of management usually vested in the office of the President of a nonprofit corporation. The President may, from time to time, delegate any or all of his duties and authority to the Vice President or any other officer. In the absence of the Director of a committee authorized by the Board of Directors, the President shall serve as the chair of such a committee.
4.6 Duties of the Vice President. The Vice President, if one is appointed by the Board, shall perform the duties of the President in the President’s absence or inability to perform said duties. The Vice President shall also have such additional responsibilities as the President or the Board may, from time to time, delegate to him/her.
- Duties of the Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these Bylaws and shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary shall have charge of the seal of the Corporation and shall perform such other duties and posses such powers as are incidental to the office or as shall be delegated to him by the President or the Board.
- Duties of the Treasurer. The Treasurer shall have the general powers and duties usually vested in the office of the Treasurer of a nonprofit corporation. The Treasurer shall have responsibility for the funds of the Corporation and shall keep or cause to be kept regular books of accounts for the Corporation. The Treasurer reviews and verifies all financial reports (including monthly, quarterly and annual reports and IRS tax returns) of the Corporation, arranges for and coordinates auditing of the corporation’s financial records, and reports and explains the financial status of the Corporation to the Board of Directors at the Board and Executive Committee Meetings. The Treasurer will play an active role in the Fund-Raising Committee and in ensuring that the Corporation is solvent at all times.
4.9 Removal of Officers. All officers of the Corporation serve at the discretion of the Board of Directors. The Board may remove any officers, with or without cause, by a two-thirds (2/3) vote of the Board. An officer who is a Director may be removed as an officer of the Corporation and remain a Director unless the action of the Board clearly indicates otherwise.
4.10 Compensation. No Director shall receive a fee, salary or remuneration of any kind for his services as a Director, except that the President and Vice President, who may also be Directors, may receive reasonable compensation as employees in amounts determined by the Board. The Corporation may reimburse Directors and employees for reasonable expenses actually incurred by them in furtherance of the affairs of the Corporation. The Corporation may pay reasonable compensation to its employees other than the President and Vice President in amounts determined by the President.
V. Contributions and Dissolution
5.1 Contributions. The Corporation shall have the right to solicit and accept contributions from third parties. All monies thus received will be deposited in a corporate account and used in furtherance of the Corporation’s purpose as hereinabove stated. The Corporation shall have the right, however, to use a reasonable amount of any sums received for the payment of general and administrative expenses.
5.2 Dissolution of the Corporation. Upon dissolution of the Corporation, the Board of Directors shall utilize the Corporation’s assets for the payment of all obligations and liabilities. Any remaining assets will be disposed of in a manner consistent with the Corporation’s purpose as hereinabove stated, either in the form of direct expenditures or by disbursement to one or more organizations organized and operated exclusively for charitable, scientific, educational, or religious purposes so as to qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code or any corresponding provision of a future law of similar import, or to the federal, or a state or local government, for a public purpose.
VI. Miscellaneous Provisions
6.1 Corporate seal. The Corporation shall have a corporate seal, an impression of which is embossed in the margin of this page.
6.2 Amendment to Bylaws. These Bylaws may be altered, amended or repealed by a two-thirds (2/3) vote of the Board. Written notice of any such Bylaws change to be voted upon by the Board shall be given not less than ten (10) days prior to the meeting at which such change shall be proposed.
6.3 Conflicts of Interest. The Corporation, through its Board of Directors or any committee thereof, shall not enter into a contract or transaction with any of its officers or Directors or with any other entity in which its officers or Directors have a substantial financial interest or serve as an Officer or Director unless material facts about such affected Officer’s or Director’s interest or position are disclosed or known to: (a) the Board or Executive Committee and the Board or Executive Committee authorizes, approves, or ratifies the contract or transaction by unanimous written consent, provided at least one Director so consenting is a disinterested party, or by affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors constitute less than a quorum; or (b) the members, if any, and they authorize, approve or ratify the contract or transaction.
6.4 Fiscal Year. The Corporation’s fiscal year shall run from the first day of January of each year to the thirty-first day of December of that year.
6.5 Effect of Headings. Headings have been used throughout these Bylaws as a matter of convenience. Such headings shall not be deemed interpretative of the contents of the Corporation’s Bylaws.
6.6 Gender and Number. If the masculine singular has been used in these Bylaws, it is done only as a matter of convenience. All such words shall be read to include more than one gender or person as the context may require.
6.7 Applicability of New Jersey Law. The Corporation has been formed pursuant to the laws of the State of New Jersey. These Bylaws shall be construed in accordance with the New Jersey Nonprofit Corporation Act and any other applicable laws.
6.8 Indemnification of Officers and Directors. Except for acts or omissions of bad faith, fraud or violations of criminal law, the Corporation shall defend, indemnify and hold its officers harmless from claims or causes of action arising from their acts, omissions or conduct performed in good faith on behalf of the Corporation to the fullest extent permitted by law.