AFRICAN SKY, INC.
a California Nonprofit Benefit Corporation
ARTICLE I
NAME
The name of this corporation is African
Sky, Inc. (a.k.a. AfricanSky.Org)
ARTICLE II
OFFICES
SECTION 2.1 PRINCIPAL OFFICE
The principle office for the transaction of the activities
and affairs of African Sky, Inc. ("principle office") is located in
DeKalb County at 617 Hardendorf Avenue; Unit 2; Atlanta, Georgia 30307. The
Board of Directors may change the principle office from one location to another.
Any change in location of the principle office shall be noted by the Executive
Director who may amend this section to state the new location.
SECTION 2.2 BUSINESS OFFICE
The mailing address and operations office for the business
and financial affairs of African Sky, Inc. ("business office") is
located in Summit County, Ohio. The mailing address is Post Office Box 203,
Munroe Falls, Ohio 44262. The Board of Directors may change the business office
and/or the mailing address from one location to another. Any change in location
of the principle office shall be noted by the Executive Director who may amend
this section to state the new location.
ARTICLE III
MISSION AND LIMITATIONS
SECTION 3.1 MISSION
The mission of African Sky, Inc. is to build international
understanding and friendship between the people of Mali and the United States.
Through international friendship and cooperation, African Sky, Inc. assists
hard-working, rural communities in southern Mali. African Sky, Inc. conducts
projects which focus on four programmatic themes: rural education, food
security, community health, and community arts.
SECTION 3.2 CORPORATION PURPOSES
African Sky, Inc. is a nonprofit public benefit corporation
and is not organized for the private gain of any person. It is organized under
the California Nonprofit Public Benefit Corporation Law for charitable and
public purposes. African Sky, Inc. is organized exclusively for charitable
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of
1986 (or the corresponding provision of any future United States Internal
Revenue Law). Notwithstanding any other provisions of these Bylaws, African Sky,
Inc. shall not, except to an insubstantial degree, carry on or engage in any
activities or exercise any powers that are not in futherance of the purposes of
African Sky, Inc., and African Sky, Inc. shall not carry on any other activities
not permitted to be carried on (i) by a corporation exempt from Federal income
tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the
corresponding provision of any future United States Internal Revenue Law); (ii)
by a corporation, contributions to which are deductible under Section 170(c)(2)
of the Internal Revenue Code of 1986 (or the corresponding provision of any
future United States Internal Revenue Law).
SECTION 3.3 CORPORATION LIMITATIONS
(a) Political activity
No substantial part of the activities of
African Sky, Inc. shall consist of carrying on propaganda, or otherwise
attempting to influence legislation, and African Sky, Inc. shall not participate
in or intervene in (including the publishing or distribution of statements in
connection with) any political campaign on behalf of any candidate for public
office.
(b) Property The
property, assets, profits, and net income are dedicated irrevocably to the
purposes set forth in Sections 3.1 and 3.2 above. NO part of the profits or net
earnings of African Sky, Inc. shall ever inure to the benefit of any of its
Directors, trustees, officers, nor to any private individual.
(c) Dissolution Upon
the winding up and dissolution of African Sky, Inc., after paying or adequately
providing for the payment of the debts, obligations and liabilities of African
Sky, Inc, the remaining assets of this corporation shall be distributed to a
nonprofit fund, foundation or corporation which is organized and operated
exclusively for charitable purposes and which has established its tax-exempt
status under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the
corresponding provision of any future United States Internal Revenue Law).
ARTICLE IV
MEMBERS
NON-VOTING MEMBERS - FRIENDS OF AFRICAN SKY
African Sky, Inc. shall have no voting members. Directors,
including the Executive Director, shall faithfully consider membership opinions
regarding African Sky, Inc. projects or business operations. Private donors
(individuals, couples, and families) who give $45 or more will be called
"Friends of
African Sky". Membership is open to anyone. Friends of
African Sky receive one copy of the African Sky, Inc. annual newsletter and a
small thank you gift (African Sky shirt or mug). Honorary memberships are
renewable annually.
ARTICLE V
BOARD OF DIRECTORS
The Board of Directors is accountable for the overall direction,
policies, and oversight of AfricanSky, Inc. Effective oversight is defined as
ensuring strong, effective organization, financial management, ethical and
sustainable operations. All Directors and Board Members serve as volunteers and
receive no compensation for their service to African Sky, Inc. Directors are
responsible for providing (via personal contributions and/or "operational
expenses donors") all operational expenses of AfricanSky.Org.
The Board shall begin as a "working" board, but will
evolve into a "policy" board.
SECTION 5.1 POWERS
(a) General corporate
powers Subject to the provisions and
limitations of the California Nonprofit Public Benefit Corporation Law and any
other applicable laws, and any limitations of the Articles of Incorporation and
of these Bylaws, the activities and affairs of African Sky, Inc. shall be
managed, and all corporate powers shall be exercised, by or under the direction
of the Board.
(b) Specific powers Without
prejudice to these general powers, but subject to the same limitations, the
Directors shall have power to:
- (i) Appoint and remove, at the pleasure of the Board, all officers,
agents, and employees of the corporation; prescribe powers and duties for
them that are consistent with law. With the Articles of Incorporation and
with these Bylaws; and fix their compensation and require from them
security for faithful performance of their duties.
- (ii) Change the principal office or the business office in the State of
California from one location to another; cause the corporation to be
qualified to conduct its activities in any other state, territory,
dependency or country and conduct its activities within or outside the
State of California; and designate any place within or outside the State
of California for the holding of any meeting, including annual meetings.
- (iii) Adopt and use a corporate seal and alter the firm thereof.
SECTION 5.2 NUMBER OF DIRECTORS
The authorized number of Directors shall be sixteen (16).
Directors need not be residents of the State of California.
SECTION 5.3 SELECTION OF DIRECTORS
The Board shall be selected as follows:
(i) Initial Directors
The initial Board members shall be
elected by the incorporator named in the corporation's Articles of
Incorporation.
(ii) Subsequent
Directors At the expiration or
earlier termination of the terms of officers of the initial Directors, their
successors shall be chose by a majority vote of the members of the Board
then in office, whether or not less than a quorum, or by a sole remaining
Director.
SECTION 5.4 RESTRICTIONS OF DIRECTORS
Not more than forty-nine percent (49%) of the persons serving
on the Board may be interested persons. An interested person is (1) any person
being compensated by the corporation for services rendered to it within the
previous twelve (12) months, whether as a full-time or part-time employee,
independent contractor, or otherwise; and (2) any brother, sister, ancestor,
descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-love,
mother-in-law, or father-in-law of such person. However, any violation of the
provisions of this paragraph shall not affect the validity or enforceability of
any transaction entered into by the corporation. A Director may not participate
in any vote on any proposed transaction with another organization or entity
which such Director is also an employee, principal, or Director.
SECTION 5.5 TERM OF OFFICE FOR DIRECTORS
Incorporating Directors shall hold office for life-long
terms. Newly appointed Directors selected through Section 5.3 shall hold office
for a term of five (5) years; Directors may renew office terms for additional
five (5) year terms, subject to the approval (simple majority vote) of all other
Directors.
SECTION 5.6 VACANCIES
(a) Events causing
vacancy A vacancy or vacancies on the
Board shall exist on the occurrence of the following: (1) the death, removal,
suspension or resignation of any Director; or (2) the declaration by resolution
of the Board of a vacancy in the office of a Director who has been declared of
unsound mind by an order of court of convicted of a felony or has been found by
final order or judgment of any court to have breached a duty under sections 5230
and following of the California Nonprofit Public Benefit Corporation Law.
(b) Resignations Except
as provided in this subsection, any Director may resign effective upon giving
written notice to the Executive Director, unless such notice specifies a later
time for the resignation to become effective. Except upon notice to the Attorney
General of the State of California, no Director may resign when the corporation
would then be elected without a duly elected Director or Directors in charge of
its affairs.
(c) Filing vacancies Any
vacancy on the Board shall be filled by vote of the remaining Directors, whether
or not less than a quorum or by a sole remaining Director. Unless this
requirement is waived by the Executive Director, votes pertaining to vacancies
on the Board require the presence and votes of a minimum of two (2) Founding
Directors.
(d) No vacancy on
reduction of number of Directors No
reduction of the authorized number of Directors shall have the effect of
removing any Director before the Director's term of office expires.
SECTION 5.7. MEETINGS
Meetings of the Board shall be held at a location designated
by the Board. Any meeting may be held by web conference, conference call, e-mail
proxy, or other similar communication technologies.
SECTION 5.7.a ANNUAL MEETINGS
The Board shall hold an annual meeting in conjunction with
the regularly scheduled Board Meeting in the month of August of each year for
the purpose of organization, election of officers, and the transaction of other
business; provided, however, that the Board may fix another time for the holding
of the annual meeting. Notice of this meeting shall not be required, but will be
posted on the corporation web site.
SECTION 5.7.b SPECIAL MEETINGS
The Board may call special meetings for any purpose, at the
discretion of the Executive Director or one Founding Director plus one
additional Director. Notice of the time and place of special meetings shall be
given to each Director by one of the following means: personal delivery of
written notice, e-mail, first-class mail, or directly via telephone or telegram.
All such notices shall be sent to addresses and/or e-mails as shown on the
records of this corporation. Reasonable notice (defined by 30-days) is required
of all special meetings.
SECTION 5.8 QUORUM
A majority of the authorized number of Directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in section 5.9. Subject to the more stringent provision of the
California Nonprofit Public Benefit Corporation Law, including, without
limitation, those provisions relating to (i) approval of contracts or
transactions in which a Director has a direct or indirect material financial
interest, (ii) approval of certain transactions between corporations having
common directorship, (iii) creation of an appointment of committees of the Board
and (iv) indemnification of Directors, every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board. A meeting at which a quorum
is initially present may continue to transact business, notwithstanding the
withdrawal of Directors, if any action taken is approved by at least a majority
of the required quorum for that meeting.
SECTION 5.9 WAIVER OF NOTICE
Notice of a meeting need not be given any Director who signs
a waiver of notice or a written consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting. The waiver of notice
or consent need not specify the purpose of the meeting. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meetings. Notice of a meeting need not be given any
Director who attends the meeting without protesting before or at its
commencement the lack of notice to such Director.
SECTION 5.10 ADJOURNMENT
A majority of the Directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.
SECTION 5.11. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board may
be taken without a meeting, if all members if the Board consent in writing to
that action. Such action by written consent shall have the same force and effect
as any other validly approved action of the Board. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board. For
the purposes of this Section 5.11 only, "all members of the Board"
shall not include Directors who have a material financial interest in a
transaction to which the corporation is a party.
SECTION 5.12. DIRECTOR AND BOARD MEMBER DUTIES
Executive Director
President, Executive Committee
Reports to, advises, and supports the Board and Committees
Directly accountable for the work of African Sky, Inc.
Vigorously advocates / promotes African Sky, Inc.
Develop and implement strategic plans as established by the
Board
Motivate Directors, Members, Volunteers and Friends of African
Sky, Inc. Formulates policies and planning recommendations to the Board Oversees
operations of organization Manages human resources of organization Manages
financial and physical resources Assists in the selection and evaluation of
board members
Appoints and coordinates work of the Board and Committees
Serves ex officio as
a member of all committees
Monitors financial planning and financial reports
Leading role in fundraising activities (nonprofit only)
Monitors and evaluates effectiveness of Board members
Evaluates annually the performance of the organization in
achieving its mission
Founding Board Members
Attend annual Board meetings, participate in e-conferences for
African Sky, Inc. business
Participate actively in work of Committees and/or the Board
Host/facilitate annual meetings
Builds collegial working relationships, contributes to consensus
Promote institutional memory and officer development
Vice President (Executive Committee Chair)
Is a member of the Board
Representative and Counsel for Executive Director/President
position
Chairs annual meeting of the Board (develops agenda with
Executive Director
Reports to and supports the Board President/Executive Director
Develops and implements officer transition and support
strategies
Chief Financial Officer
Member of the Board
Manages finances of the organization
Administrates fiscal matters of the organization
Files annual W-9 financial statement to IRS
Prepares annual budget to the board for members' approval
Ensures development and board review of sustainable financial
policies and procedures
Development Director
Member of the Board
Advises Board and Executive Director on developing long-term
vision and projects of African Sky Manages relationships with media outlets and
AS communities
Country Director - Mali
Member of the Board
Oversees all Mali projects, including implementation and
assessment/review phases
Seeks potential project ideas and partners for African Sky
Responsible for Mali correspondence and business while Executive
Director is in the United States
Assists Executive Director during visits to Mali
Technology Director
Member of the Board
Oversees maintenance and daily operations of website, including
development and updates
Advises Executive Director and the Board on technology issues
and web-based matters
Manages electronic minutes of board meetings
Ensures minutes are posted/distributed shortly after each
meeting
Program Directors
Members of the Board Manage committee projects and duties as
assigned by the Board
Oversee logistics of committee's operations Reports to the full
Board via the Board's Vice-President Ensures the recording and distribution of
all program meeting minutes
ARTICLE VI
COMMITTEES
SECTION 6.1 COMMITTEES OF THE BOARD
The Board, by resolution adopted by a majority of Directors then
in office, may create one or more committees, each consisting of one or more
Directors, to serve at the pleasure of the Board. Committees met as directed by
the board and recommend policy for approval by the Board.
Minutes should be recorded for all committee meetings and
submitted to the Executive Director in a timely manner.
SECTION 6.2 EXECUTIVE COMMITTEE
The Executive Committee oversees the operations of the Board and
acts on behalf of the Board during on-demand activities that occur between
meetings. These on-demand acts are later presented for full board review.
Except for the President, Executive Committee officers
collectively perform oversight of the Executive Director.
Executive Committee Officers Corresponding Board Position
President Executive Director
Vice-President/Exec. Committee Chair Any member of the Board,
elected by Board
Vice-President/Sustainability & Oversight Any member of the
Board, elected by Board
Treasurer Finance Director
Public Affairs Officer Any member of the Board, elected by Board
ARTICLE VII
OFFICERS
Directors shall serve as officers of the corporation. The
Executive Director shall serve as President. The Board shall elect a Treasurer
and a Chair of the Executive Committee/Vice President. Elected officers serve
five (5) year terms, and may be re-elected by a majority vote of the Board.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
SECTION 8.1 INDEMNIFICATION
(a) Right of Indemnity
To the full extent permitted by law,
this corporation shallindemnify its Directors, officers, employees and other
persons described in Section 5238(a) of the California Corporation Code,
including persons formerly occupying any such position, against all expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any "proceeding", as that term is used in such
Section and including an action by or in the right of the corporation, by reason
of the fact that such person is or was a person described by such Section.
"Expenses", as used in this Bylaw, shall have the same meaning as in
Section 5238(a) of the California Corporation Code.
(b) Approval of
Indemnity Upon written request to the
Board by any person seeking indemnification under Section 5238(b) or Section
5238(c) of the California Corporation Code, the Board shall promptly determine
in accordance with Section 5238(e) of the Code whether the applicable standard
of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, is
so, the Board shall authorize indemnification because the number of Directors
who are parties to the proceeding with respect to which indemnification is
sought is such as to prevent the formation of a quorum of Directors who are not
parties to such proceeding, the Board or the attorney or other person rendering
services in connection with the defense shall apply to the court in which such a
proceeding is or was pending to determine whether the applicable standard of
conduct set forth in Section 5238(b) or Section 5238(c) has been met.
ARTICLE IX
RECORDS AND REPORTS
SECTION 9.1 RECORDS
African Sky, Inc. Directors shall have the absolute right at
any reasonable time to inspect all the books and records of the corporation. The
corporation shall keep the following records and books:
- (a) Adequate and correct books and records of account;
- (b) Minutes in written form of the annual proceedings of the Board and
committees of the Board
- (c) A record of Directors and "honorary members" giving their
names, addresses, and title.
SECTION 9.2 REPORTS
Except as provided under Section 6321(c)(d) or (f) of the
California Corporation Code, not later than one hundred twenty (120) days after
the close of the fiscal year of the corporation (31 July), the Board shall cause
an Annual Report to be sent to all members of the Board. Such report shall
contain the following information in reasonable detail:
- (i) The assets and liabilities, including trust funds, or the corporation
as of the end of the fiscal year.
- (ii) The principal changes in assets and liabilities, including trust
funds, during the fiscal year.
- (iii) The revenue or receipts of the Corporation, both unrestricted and
restricted to general purposes, for the fiscal year.
- (iv) The expenses or disbursements of the corporation, for both general
and restricted purposes, during the fiscal year.
ARTICLE X
AMENDMENTS
The By-laws may be amended or repealed and new Bylaws may be
adopted by a majority vote of the Board.
______
This is an official copy of the African Sky, Inc. Bylaws as of 1
Aug 2007
Date of Adoption: 12/14/2004
Revisions Adopted: 05/11/2007
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