Registered 501(c)3: Friends of Kyrgyzstan, EIN 56-2436636

  1. GENERAL 
  2. ORGANIZATION 
  3. MEMBERS 
  4. ADOPTING, AMENDING AND DISSOLVING THE BYLAWS 
  5. BOARD OF DIRECTORS 
  6. EXECUTIVE COMMITTEE 
  7. ADDITIONAL COMMITTEES  8. CONFLICT OF INTEREST
  8. FINANCIAL MATTERS

ARTICLE 1 GENERAL 

Section 1.1 NAME

The name of this organization shall be the Friends of Kyrgyzstan (FOKGZ). 

Section 1.2 STATEMENT OF INTENT

The purpose of these bylaws is to specify operation, management, and continuity of the Friends of Kyrgyzstan (FOKGZ). 

Section 1.3 STATEMENT OF PURPOSE

The purposes of the Friends of Kyrgyzstan are to: 

  • Facilitate communication between supporters of Friends of Kyrgyzstan and promote exchange of information relevant to the organization’s objectives. 
  • Respond to requests for information about Kyrgyzstan. 
  • Facilitate the sharing and exchange of ideas, activities, materials, resources and expertise between Returned Peace Corps Volunteers (RPCVs) and other interested parties. 
  • Promote interest in Kyrgyzstan and Central Asia
  • Represent the Peace Corps experience and support continuous learning in areas related to the culture, country and development of Kyrgyzstan 
  • Promote and facilitate projects of Peace Corps Volunteers and Returned Peace Corps Volunteers undertaken in accordance with the objectives of the group. 
  • Identify, support, and promote other organizations and their related activities/projects which align with the objectives of the group.

ARTICLE 2 ORGANIZATION 

Section 2.1 COMPONENTS 

The organization of the Friends of Kyrgyzstan will consist of a Board of Directors, including members of the board assigned to officer roles (Executive Committee).

Section 2.2 OFFICERS AND DIRECTORS

The Executive Committee will consist of officers responsible for the operations of the organization (i.e., organizing board meetings, keeping track of finances, coordinating projects and committees). The Executive Committee shall call upon the Board of Directors to decide issues of policy and budgeting that are of interest to the membership. The Board of Directors will consist of no less than three members and no more than fifteen members. The exact number of board members to be determined by resolution of the board. 

Eligible board members will be Returned Peace Corps Volunteers who served in the Kyrgyz Republic, currently serving Peace Corps Volunteers in the Kyrgyz Republic, current and former staff of the Peace Corps office in Kyrgyzstan or others with a tie to Kyrgyzstan and an interest in supporting Peace Corps Volunteers and Returned Peace Corps Volunteers who are serving or who have served in the Kyrgyz Republic.

ARTICLE 3 MEMBERS 

Section 3.1 MEMBERS

The membership of the corporation will consist of the members of the Board of Directors.

ARTICLE 4 ADOPTION, AMENDING, AND DISSOLVING THE BYLAWS 

Section 4.1 RATIFICATION

These bylaws shall be considered ratified and official upon affirmative vote by the majority of the members of the Board.

Section 4.2 AMENDMENT

Amendments to these bylaws, if approved by a majority of the Board of Directors, shall be ratified. If a proposed amendment does not have the support of the majority of the Board of Directors, the amendment will be returned to the Executive Committee for revision.

Section 4.3 DISSOLUTION

A vote for the dissolution of the Friends of Kyrgyzstan must be ratified by a unanimous affirmative vote by the Board of Directors.

ARTICLE 5 BOARD OF DIRECTORS 

Section 5.1 GENERAL POWERS

The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 5.2 NUMBER, TENURE, REQUIREMENT, AND QUALIFICATIONS

  1. The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than fifteen (15) including the following officers: the President, the Vice President, the Secretary, and the Treasurer.
  2. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the Board Members present and voting. No vote on new members of the Board of Directors, shall be held unless a quorum of the Board of Directors is present. 
  3. Newly elected members of the Board of Directors who have not served before shall serve a three-year term. At the conclusion of the initial term, members of the Board of Directors may serve additional two terms. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire.
  4. Each member of the Board of Directors shall attend at least 75% of meetings of the Board per year.
  5. Each member of the Board of Directors is expected to contribute to fundraising engaged in or expenses incurred by the organization.  

Section 5.3 ELECTION AND TERM OF OFFICE OF MEMBERS 

Elections of the Executive Committee of the Friends of Kyrgyzstan shall take place once a year. The Executive Committee shall be elected for a term of one year and can be re-elected to office in subsequent years. 

It is the responsibility of the outgoing Executive Committee to present the Board of Directors with qualified candidates for open positions. 

Section 5.4 BOARD SIZE

The Board of Directors will consist of between 3 and 15 members. Positions on the Board of Directors are filled by a vote of a majority of the remaining Directors. 

Section 5.5 MEETINGS

Meetings will be held via phone conference or video conference. Directors may elect to reach consensus on issues by email without actually meeting. The Board of Directors may, therefore, take action without meeting if all Directors ratify documentation of their decision in writing by email. All meetings, email, and phone conversations for the purpose of deciding issues for the general membership shall be recorded in the minutes of the Board of Directors. A simple majority of the Board of Directors shall constitute a quorum. Only members of the Board may second motions or vote on matters being considered by the Board.

ARTICLE 6 EXECUTIVE COMMITTEE 

Section 6.1 OFFICERS

The daily business and affairs of the Friends of Kyrgyzstan shall be under the direction and supervision of the Executive Committee who shall exercise all powers in the direction of FOKGZ activities not reserved by these bylaws to be exercised by the Board of Directors, The Executive Committee shall consist of a President, a Vice President, a Treasurer, and a Secretary. 

Section 6.2 PRESIDENT

The President shall preside at the meetings of the Board of Directors and the Executive Committee and shall have general and active management of the business of Friends of Kyrgyzstan and shall see that all orders and resolutions of the Board of Directors are carried into effect. She/he shall, subject to the approval of the Board of Directors, appoint the chairs of all committees.

Section 6.3 VICE PRESIDENT 

In the absence, disability, or refusal to act by the President, the Vice President shall perform the duties and exercise the powers of the President. The Vice President may perform such other duties and have other such powers as the Board of Directors, or the President may from time to time prescribe. 

Section 6.4 SECRETARY

The Secretary shall keep minutes of the meetings of the Friends of Kyrgyzstan, of the Board of Directors, and of the Executive Committee or supply a substitute to keep the minutes in his/her place. The Secretary shall send a copy of all minutes to Directors and Officers as directed by these bylaws or requested by the Directors and Officers and file the minutes as the official record of FOKGZ activities; see that all notices are duly given in accordance with the provisions of these bylaws; be custodian of FOKGZ records; respond to correspondence, both physical and virtual; and in general perform all duties incident to the offices of Secretary and such other duties as from time to time may be assigned by the President of the Board of Directors.  

Section 6.5 TREASURER

The treasurer shall have the custody of the Friends of Kyrgyzstan funds and shall keep full and accurate records of receipts and disbursements in book belonging to the FOKGZ, and shall deposit all money in the name and to the credit of the FOKGZ in an account designated by the Board of Directors. The treasurer shall disburse the funds of the Friends of Kyrgyzstan as may be requested by the Board of Directors or the Executive Committee, taking proper vouchers for such disbursements, and shall render to the President, at its regular meetings or when the President or Board of Directors so request, an account of all financial transactions for the Friends of Kyrgyzstan. 

Section 6.6 WEBMASTER

The Webmaster shall be responsible for maintaining the Organization’s website and any tools or services required for the functioning of such site. This includes but is not limited to: ensuring the friendsofkyrgyzstan.org domain registration is renewed each year, maintaining website hosting, email services, and any other service connected to the website. The Webmaster shall also use analytics tools in order to collect data on the use of the website and report such data to the Board. 

Section 6.7 REMOVAL OF OFFICER

The Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

Section 6.8 MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors shall meet, not less frequently than once a quarter, the time and place to be fixed by the President. The meetings may be conducted in person, by conference call, email, or other technology appropriate to meet the needs of such a geographically diverse group.  

Section 6.9 AD HOC MEMBERS OF THE EXECUTIVE COMMITTEE

The President, with the approval of the other standing members of the Executive Committee, may designate the chairs of committees as ad hoc members of the Executive Committee.

ARTICLE 7 ADDITIONAL COMMITTEES

Section 7.1. COMMITTEE FORMATION

The board may create committees as needed, such as fundraising, public relations, data collection, etc. The board chair appoints all committee chairs.

ARTICLE 8 CONFLICT OF INTEREST

Section 8.1 PURPOSE

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 8.2 DEFINITIONS

Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 8.3 PROCEDURES

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest:

  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy:

  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 8.4 RECORDS OF PROCEEDINGS

  1. The minutes of the governing board and all committees with board delegated powers shall contain: The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 8.5 COMPENSATION

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE 9 FINANCIAL MATTERS 

Section 9.1 FISCAL YEAR

The fiscal year shall follow the calendar year beginning on the first of January and ending on the thirty-first of December.

Section 9.2 DISSOLUTION

Upon dissolution, the remaining assets of the Friends of Kyrgyzstan shall be disbursed in accordance with the Internal Revenue Service regulations regarding the disbursement of assets of a tax-exempt organization existing at the time of dissolution. The Board of Directors shall research and agree upon an appropriate disbursement of assets to another 501(c)3 non-profit organization or organizations.