Bylaws of Friends of Liberia, Inc.
(August 15, 2014)
Article I: Name
The name of this organization is Friends of Liberia, Inc., hereinafter referred to as “Friends of Liberia” or FOL.
Article II: Headquarters
The headquarters of Friends of Liberia shall be in the District of Columbia.
Article III: Mission and Purpose
1. Friends of Liberia is a nongovernmental, nonprofit membership organization that seeks to positively affect Liberia and Liberians through education, social, economic and humanitarian programs and through advocacy efforts.
2. Friends of Liberia is organized and shall be operated exclusively for charitable, educational and developmental purposes. In furtherance thereof, it shall provide a forum for the discussion of topics of common interest to the people of the United States and the people of Liberia and provide such other means which may be decided upon to further educational opportunities for Liberians as well as development activities within Liberia.
3. Friends of Liberia shall not be operated for profit, and no part of its net income shall inure to the benefit of any individual; no part of its activities shall be the carrying-on of propaganda, or otherwise attempting to influence legislation; and Friends of Liberia shall not participate or intervene in any political campaign on behalf of any candidate for public office in either country, including the publishing or distributing of statements.
4. Pursuant to the provisions of the District of Columbia Non-Profit Corporation Act, dissolution of Friends of Liberia shall be authorized by a vote of the majority of the Board of Trustees after all debts, obligations and liabilities have been paid and discharged, or adequate provision has been made thereof, and there are no suits pending against the corporation in any court in respect of which adequate provision has not been made for the satisfaction of any judgment, order or decree which may be entered against it. In the event of the dissolution of Friends of Liberia, any balance of unexpended funds or other assets in excess of liabilities shall be distributed to an organization or organizations qualifying as tax-exempt, non-profit, charitable, literary or educational organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (U.S.), such organization or organizations to be chosen by the Board of Trustees of Friends of Liberia or under comparable Liberian law.
Article IV: Membership
1. For all purposes of these by-laws, a member of Friends of Liberia is defined as any person who has made a financial contribution to the organization within the current or previous calendar year. The Board of Trustees may determine the level of contribution to be eligible for membership.
2. The Board of Trustees is authorized to name as Distinguished Members those individuals who have performed outstanding service in the cause of Liberia–United States relations. Such individuals shall enjoy all the privileges of Membership, except voting (unless otherwise members of Friends of Liberia). Distinguished Members shall not be liable for the payment of dues.
Article V: Board of Trustees
1. Friends of Liberia shall be governed by a Board of Trustees with a minimum of seven (7) and a maximum of twelve (12) voting Members, but excluding from this numerical limitation ex-officio Members of the Board and the current President who shall also be a voting member. New members of the Board shall be elected by the Trustees. In addition, past presidents of Friends of Liberia who continue to be Members of Friends of Liberia shall automatically become ex-officio Members of the Board of Trustees, without voting privileges.
2. The Board shall elect a Chairperson who shall organize and preside over Board meetings. The Chairperson shall serve for a one year term and may be re-elected for subsequent one-year terms.
3. The Board of Trustees shall regularly meet on call of the Board Chairperson at least twice a year. The presence, either in person or electronically, of a simple majority of voting Members shall constitute a quorum. Notice of all regular meetings of the Board of Trustees shall be mailed or sent electronically to Trustees at least thirty (30) days prior to the date of the meeting. The notice of the meeting shall contain the date, time, and place of the meeting, and the object for which the meeting has been called. Notice of regular meetings of the Board shall be posted on the organizations website. Members of friends Of Liberia who are not members of the Board may attend regular Board meetings as observers.
4. The Board Chairperson may, on his/her own initiative, or at the request of the majority of the Board of Trustees, call and give notice, of a special meeting of the Board of Trustees at least one day notice if the meeting is to be conducted electronically.
5. All Trustees shall serve a term of three years without compensation. No Trustee shall serve more than three consecutive terms. Election of Trustees shall be made at a meeting of the Board, with terms to begin the first Board Meeting following the election.
6. In the absence of extenuating circumstances as determined by the Board of Trustees, the Board shall remove a Trustee who misses two consecutive Board meetings.
7. The Trustees shall determine their own procedures.
8. Whenever a vacancy shall occur in the Board of Trustees, the Board of Trustees shall direct the Nominations Committee, which may from time to time consult with the membership of Friends of Liberia as to potential candidates, to nominate a member to fill the vacancy.
9. The Board of Trustees shall strive to stagger the terms of elected and selected Trustees.
Article VI: Honorary Trustees
The Board of Trustees is authorized to admit by invitation Honorary Trustee(s) who shall enjoy all privileges of Friends of Liberia, except voting privileges. They shall not be liable for the payment of any dues. Honorary Trustees may be asked by the Board of Trustees or the President to serve in an advisory role either in their individual or collective capacity.
Article VII: Officers
1. Subject to action in accordance with these By-Laws by the membership of Friends of Liberia, the activities of Friends of Liberia shall be managed by officers, as outlined in paragraph 2.
2. The Board of Trustees shall elect a President, a Vice-President, a Treasurer, a Secretary and a Membership Coordinator. It is expected that Officers will, either in person or electronically, attend meetings of the Board of Trustees and conduct other business as necessary to fulfill their responsibilities.
3. The President shall be the Chief Executive of the organization, shall preside at all meetings of the Executive Committee, shall appoint persons to vacant officer positions, may establish ad-hoc committees or working groups and shall act on and behalf of the organization in any manner that is not contrary to the Articles of Incorporation, the Bylaws, or the majority decisions of the Board of Trustees.
4. The Vice-President shall actively assist in the management of the affairs of Friends of Liberia and assume the functions and responsibilities of the President, should the President be absent or unable to act.
5. The Treasurer of the organization shall have authority over the financial matters of the organization as defined by rules and/or policies established by the Executive Committee.
6. The Secretary shall be responsible for administrative matters of the organization including correspondence with members and public relations.
7. The Membership Coordinator shall be responsible for maintenance of membership lists and promoting the growth of the membership.
8. Officers shall be elected annually. Their terms shall begin the first Board meeting following the election.
9. The Board may, by majority vote, remove officers who do not fulfill their obligations.
10. A description of the duties and responsibilities of the Members of the Board and Officers is attached to these Bylaws
Article VIII: Executive Committee
The Executive Committee shall meet at least quarterly, in person or by telephone or electronically, to plan the activities and conduct the business of Friends of Liberia, consistent with the budget, policies and objectives set by the Board. Voting members shall consist of the Officers of Friends of Liberia, the Board Chairperson, and three members of the Board of Trustees. The Chairperson of the Board of Trustees shall appoint trustees to serve on the Executive Committee. Any member of Friends of Liberia may choose to participate actively in a non-voting capacity. The President shall call the meetings and serve as Chair of the Executive Committee.
Article IX: Committees
1. The President, in consultation with the Board Chairperson, shall appoint the following standing committees: Advocacy, Communications, Development, Finance, Nominations and Program and may establish such other committees as may be necessary to provide for efficient management of the affairs of Friends of Liberia.
2. It is expected that committee chairs will be able to attend meetings of the Board of Trustees and other business as necessary to fulfill their responsibilities.
3. All matters affecting policy shall be referred by such committees to the Board of Trustees.
Article X: Voting
Except as otherwise provided in these By-Laws, all decisions shall be by majority of those present, whether in person or electronically, and voting.
Article XI: Fiscal Year
The fiscal year of Friends of Liberia shall be from January 1 to December 31.
Article XII: Amendments
1. The Board shall have the power to make amendments and repeal the Bylaws of FOL by vote of two-thirds of the Board at any meeting of the Board, provided that wri tten notice of the intent to make amendments or repeal the Bylaws shall have been given at least fifteen (15) days before the meetings at which the Bylaws are to be made amended or repealed. Proposed amendments to these Bylaws shall be submitted in writing, including mail or facsimile to the Trustees at least fifteen (15) days in advance of the Board meetings, at which they will be considered for adoption.
Article XIII: Non-Discrimination
Friends of Liberia subscribes to the policy of equal opportunity and will not discriminate on the basis of gender, age, disability, race, color, religion, marital status, national or ethnic origin or sexual orientation.
Adopted: January 1987
Technical Corrections: August 1989, October 2011
a. March 1993, approved by referendum of membership per resolution of Board of Trustees dated June 20, 1992.
b. June 30, 2005, adopted by vote of the membership per recommendation of Board of Trustees on April 2, 2005.
c. January 1, 2009, adopted by vote of the membership per recommendation of Board of Trustees on March 7, 2008.
d. January 30, 2011, adopted by vote of the membership per recommendation of Board of Trustees on September 17, 2010.
e.January 30, 2014, adopted by vote of the membership per recommendation of Board of Trustees on September 21, 2013.
f. Adopted by the Board of Trustees, September 20, 2014.