Mercy Ethiopia : Our Bylaws
BYLAWS OF MERCY ETHIOPIA
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be MERCY ETHIOPIA (“MERCY ETHIOPIA”). It
shall be a nonprofit organization incorporated under the laws of the State of Oregon.
Section 2 – Purpose: MERCY ETHIOPIA is organized exclusively for charitable, educational, and scientific
purposes, including, for such purposes, the making of distributions to registered legal nonprofit
foreign organizations and organizations that qualify as exempt organizations under section 501(c)
(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
To this end, the MERCY ETHIOPIA shall raise financial support, material, and equipment for street
children rescue centers, orphanages and/or registered charitable organizations serving
underprivileged youth in Ethiopia. The corporation will give operational and financial support for
registered legal non-profit foreign organizations subject to the corporations Bylaws. All funds,
whether income or principal, and whether acquired by gift or contribution or otherwise, shall be
devoted to said purposes.
ARTICLE II – MEMBERSHIP
Section 1 - Membership shall consist only of the members of the Board of Directors.
ARTICLE III – ANNUAL MEETING
Section 1 – Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who
shall also set the time and place.
Section 2 – Special Meetings. Special meetings may be called by the Chair or the Executive Committee.
Section 3 – Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten
days before the meeting.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 – Board role, size, and compensation: The Board is responsible for overall policy and direction of the
association, and delegates responsibility of day-to-day operations to the officers, staff and
committees. The Board shall have up to seven (7) but not fewer than three (3) directors. The Board
receives no compensation other than reasonable expenses.
Section 2 – Terms: All directors shall serve two (2) year terms, but are eligible for re-election for an unlimited
number of terms. Terms shall be staggered as determined by the Board.
Section 3 – Meetings and notice: The Board shall meet at least once during each fiscal year, at an agreed on
time and place. An official Board meeting requires that each director have written notice by mail,
fax or e-mail at least two weeks in advance.
Section 4 – Board elections: Election of new directors or election of current directors to an additional term will
occur as the first item of business at the annual meeting of the corporation. Directors will be
elected by a majority vote of the current directors.
Section 5 – Quorum: A quorum must be attended by at least one-third of the directors currently holding office
for business transactions to take place and motions to pass.
Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of those present at
the meeting in which the vote takes place.
Section 7 – Officers and duties: There shall be up to four officers of the Board, consisting of a Chair, Vice
Chair, Secretary and Treasurer. Their duties are as follows:
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 and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the board.
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 members, and assuring that corporate records are
maintained.
The Treasurer shall make a report at each Board meeting. 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.
The offices of secretary and treasurer may be combined.
Section 8 - Vacancies. When a vacancy on the Board exists, nominations for new members may be received
from present Board members by the Secretary 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.
Section 9 - Resignation, Termination and Absences. Resignation from the Board must be in writing and
received by the Secretary. A Board member shall be dropped for excess absences from the Board if
s/he has 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.
Section 10- Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or
one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board
member postmarked two weeks in advance.
ARTICLE V – COMMITTEES
Section 1 – Committee formation: The Board may create committees as needed. The Board Chair shall appoint
all committee Chairs.
Section 2 – Executive committee: The officers shall serve as the members of the Executive Committee.
Except for the power to amend the Articles of Incorporation and these Bylaws, the Executive
Committee shall have all the powers and authority of the Board of Directors in the intervals between
meetings of the Board, and is subject to the direction and control of the full Board.
ARTICLE VI – AMENDMENTS
Section 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 and sent out with regular
Board announcements.
ARTICLE VII – INDEMNIFICATION
To the fullest extent not prohibited by the Oregon Nonprofit Corporation Act, as it exists on the date hereof or is hereafter amended, the Corporation:
(1) Shall indemnify any person who is made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action,
suit or proceeding by or in the right of the Corporation), by reason of the fact that the person is or was
a director of the Corporation; and
(2) This Article VII shall not be deemed exclusive of any other provisions or insurance for the
indemnification of directors, officers, employees, or agents that may be included in any statute,
bylaw, agreement, resolution of members or directors or otherwise, both as to action in any official
capacity and action in any other capacity while holding office, or while an employee or agent of the
Corporation.
ARTICLE VIII – STATEMENT OF CHARITABLE PURPOSES
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
CERTIFICATION
These Bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on March 2, 2009.
