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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:

    1. (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.
    1. (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.
    1. (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:

 

  1. (a) Adequate and correct books and records of account;
  1. (b) Minutes in written form of the annual proceedings of the Board and committees of the Board
  1. (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:

  1. (i) The assets and liabilities, including trust funds, or the corporation as of the end of the fiscal year.
  1. (ii) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
  1. (iii) The revenue or receipts of the Corporation, both unrestricted and restricted to general purposes, for the fiscal year.
  1. (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.

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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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