Table of Contents

ARTICLE I PREAMBLE

WHEREAS Ethiopian United Community Association in DMV, Incorporated (hereinafter, "the EU Community"), is being formed to provide community services to uplift the social, emotional, and economic well-being of its members and other vulnerable Ethiopian community members.

WHEREAS members of the EU Community believe that our community needs to come together to assist each other in times of distress by upholding the Ethiopian tradition and cultural heritage.

WHEREAS members' financial contributions and voluntary services will be used to provide social, emotional, and financial support to members and their families, as well as to educate and empower community members to cope with crises (such as those caused by a global pandemic or economic crisis), during significant shocks and trauma (including, but not limited to, a member's death) and to become resilient members of the Community.

Therefore, Ethiopian United Community Association (EUCA), Incorporated, is a non-political, non-partisan, not-for-profit organization established in the State of Virginia with its Bylaws approved to fulfill the stated purpose.

ARTICLE II

NAME, LOGO, AND LOCATION OF THE COMMUNITY

• The Community's name shall be Ethiopian United Community Association in DMV, Incorporated.

• The Community shall have a logo, and the Community is the sole owner of the logo.

• The headquarters of the Community shall be at 5100 Leesburg Pike, Suite 200J, Alexandria, VA

20302.    The Board of Directors may change its headquarters or open branch offices as necessary.

ARTICLE III

PURPOSE AND SCOPE OF THE COMMUNITY

• The purpose of the Community is to organize its members to uphold Ethiopian tradition and cultural heritage by providing community services that contribute to its members' social, emotional, and economic well-being and support other Ethiopian community members.

• The Community also aims to assist its members and the Ethiopian Community by providing financial and emotional assistance in times of distress. The Community strives to mobilize volunteers and implement community services that educate and empower members to cope with crises and become resilient community members. Such activities may include but are not limited to praying and communing with members, educating members and other community members on financial planning, estate planning and probate administration, grief counseling, and assisting members and other community members with access to social services and economic support that are provided by the government that promote the mutual benefits and welfare of its members and the local Community.

• Membership fees, contributions from each community member, and grants from external sources cover financial assistance.

• The Community's activities shall be limited to fulfilling its purpose and objectives alone.

• The Community shall have all powers necessary to fulfill its objective, including, but not limited to, the following:

• Invite and register applicants based on the membership criteria of the Community as described in Section 4.1.1.

• Promote the objective of the Community through various promotional means.

• Collect funds required to cover recurrent and non-recurrent costs and expenses during members' registration.

• Collect all financial contributions from the members and prospective members as outlined in the Operational Policy Manual (OPM)

• Provide financial assistance to members as designated in the OPM

• Develop policies and procedures for financial and any other type of assistance that will be provided to members or other community members.

• Own and manage properties to be used by the Community and its members.

• The Community is prohibited from engaging in activities outside the scope of its purpose as specified under Article 3 above and expressly shall not engage in any of the following:

• Conducting activities related to race, religion, and politics.

• Discriminating based on race, religion, and politics.

ARTICLE IV MEMBERSHIP

• Admission for Membership to the Community:

• Eligibility: Any person who is of Ethiopian origin and/or their spouses who live in the Washington DC Metropolitan Area (i.e., the DMV area) and are above the

age of eighteen (18) with the legal and mental capacity to make decisions, and is alert, oriented to time, place, and persons surrounding him/her, is eligible to become a member of the Community.

• Application: All members must undergo an approval process whereby the Board of Directors may admit or deny membership to any person based on the OPM. The Board will not determine based on religion, race, age, or political bias. All applications must be filled in and signed by the applicant by appearing in person. Mail or proxy applications will not be accepted. An applicant should be a person who believes in the purpose and objectives of the Community, accepts its Bylaws, and meets any additional requirements of membership as outlined in the OPM.

• Dependents of Members: Children of members can also become members of the Community by paying the required membership contributions under the sponsorship of their parents but will not have voting rights until they reach the age of 18.

• Residency: The applicant must prove residency in the Washington, D.C., metropolitan area by providing a government-issued picture ID.

• Dues. All members of the Community shall pay the dues and contributions expected of him or her as stated in the OPM.

• Full Membership. One Hundred and Eighty (180) days after an application has been reviewed and approved and all dues/fees are paid in full, the applicant shall be considered a member and will be issued a membership ID. Only those members whose dues are current will be entitled to all privileges and benefits of the Community.

• Members must pay the Annual membership fee and contribution as stated on the OPM.

• A penalty will be imposed if payments are not received by the due date.

•  Payment shall be made to EUCA through established payment methods.

Members' Code of Conduct

Members should be committed to treating each other with dignity and respect and taking care of the health of The Community.

• Faithfully abide by the bylaws and policies of The Community.

• Members are encouraged to actively contribute to The Community by engaging in volunteer work that benefits the public good.

• Avoid harm. In this document, "harm" means negative consequences, especially when those consequences are significant and unjust. Examples of harm include unjustified destruction or disclosure of information and damage to property, reputation, and The Community.

• Members must be honest and trustworthy. Making deliberately false or misleading claims, fabricating or falsifying the EU Community's objectives, and engaging in dishonest conduct are code violations.

• Members should not misrepresent the EU Community's policies or procedures and should not speak on behalf of the EU Community unless authorized to do so.

• Respect the diversity of opinions as expressed or acted upon by The EU Community board, committees, and membership, and formally register dissent as appropriate.

• Refrain from harassment or intimidation by words, gestures, body language, or behavior that demeans another member.

• Refrain from any inappropriate conduct considered inappropriate, threatening, or offensive.

• Termination of Membership of the EU Community shall occur because of any of the following:

• Failure to pay the membership dues and fees of the EU Community within 90 days of the due date.

• Determination by a majority vote of the members of the Board of Directors that the member has committed acts contrary to the objectives of the EU Community; has engaged in activities to defraud the EU Community; or has engaged in activities that are illegal or undermine, harass, or unduly burden the EU Community, the members of the EU Community or the members of the Board of Directors. Such activities include, but are not limited to:

• Disturbing meetings intending to disrupt the EU Community's operations.

• Disseminating materials defaming and eroding the trust of members of the EU Community

• Video or audio taping EU Community members during any of the EU Community's activities or premises, including any of the EU Community meetings, without the consent of the participants and approval of the Chairperson of that specific meeting.

• Distributing or sending mails/emails to members without Board Approval.

• Departure from the Washington DC Metropolitan area permanently or remaining abroad for over Three hundred sixty-five (365) consecutive days without written notice to the Board of Directors results in membership cancellation.

• In the event of termination of membership, the ex-member shall have no right to claim any benefits from the EU Community.

• The EU Community shall have no obligation to refund dues and fees already paid by ex-members.

• The ex-member shall immediately return his or her membership ID.

• Voluntary withdrawal: A member may voluntarily withdraw from the EU Community but must do so in writing, including electronic writing, to the Board of Directors. The member shall return his or her membership ID within ten days of notifying the Board of his or her withdrawal. The EU Community shall have no obligation to refund dues and fees already paid.

• Re-admission after voluntary withdrawal: An ex-member who has left the EU Community due to personal reasons and has returned his or her membership ID may, upon approval by the Board of Directors, rejoin the EU Community subject to the payment of the amount that needs to be paid during registration as stated in the OPM. Member shall pay the difference between the member initially paid and the current registration rate.

• Reinstatement after failure to pay: Certain circumstances and conditions shall be considered adequate for reinstatement of membership after a member has been terminated for failure to pay:

• Medical certificate proving that the member was hospitalized at the time the request for payment was made;

or

• In case of imprisonment, a letter from the prison administration or authorized government official will need to be presented;

Or

• In case of loss of job, proof of unemployment for over six months must be presented

• The Board of directors determines the amount to be paid by the applicant to rejoin as an active member.

•   Re-activation after travel: Any Member whose membership is terminated under Section 4.4.3 may re-activate his/her membership upon written petition to the Board of Directors and showing proof of residency within the DC metropolitan area for six months before the petition request.

• Benefits when traveling outside the United States:

• Members will not receive any benefits and will have their membership canceled if they stay outside the DMV areas for more than 365 days.

• When a member dies outside the US, the beneficiary must bring proof of Visa departure records proving the duration outside the US is under 365 days.

• A formal death certificate must prove the death of a member outside of the US.

• Change of Address: When a member changes his/her home address, email address, or phone number, he/she is responsible for updating the information online or in writing to the Board of Directors.

• Notification of Member Termination: When an individual's membership in the EU Community terminates, the Board of Directors will notify the terminated members by email or mail using the email or mail address documented in the organization's membership management system.

• Notification of Member Termination: When the membership of an individual who is also an elected official of the EU Community terminates, the Board of Directors will notify the remaining members of the EU Community.

ARTICLE V MEETINGS OF THE EU COMMUNITY

• The EU Community is wholly owned by its members, and this ownership is manifested through participation in the General Assembly meetings. A quorum of at least 35% of members is required to make any decisions of the EU Community. Decisions in such a meeting shall be made by a majority of the members attending the meeting.

• Any General Assembly meeting quorum is based on the count of active members of the EU Community who have met their individual financial obligations before the General Assembly meetings.

• The Association shall have two types of General Assembly meetings.

• Regular General Assembly Meeting: The Regular General Assembly meeting which takes place regularly once every two years. The Regular General Assembly Meeting shall:

• Hear and adopt the Association's various reports presented by the Board of Directors.

• Hear and adopt audit reports.

• Adopt amendments to the Bylaws when presented by the Board of Directors.

• Extraordinary General Assembly Meeting: The Board of Directors can convene this meeting at any time to discuss and decide on any urgent issues.

• Extraordinary General Assembly Meeting: which will be convened at any time to decide on the removal of the Board of Directors, change the objectives of the EU Community, or decide on the dissolution of the EU Community.

• Members shall receive an invitation to the General Assembly meeting at least thirty (30) days in advance. The invitation will be conveyed to members through one of the EU Community's website, email, mail, text messages, and other communication tools. The main agenda items shall be included in the invitation to the meeting.

• Decisions made at General Assembly Meetings shall be subject to the following guidelines:

• A decision regarding regular business matters requires a quorum of 35% of the voting members of the EU Community. Approvals are decided by a simple majority vote of the members in attendance at the meeting once quorum is present.

• A decision regarding amendments to the Bylaws of the EU Community, removal of BoD, and dissolution of the EU Community requires a quorum of 51% of the voting members of the EU Community. Approvals are decided by a 2/3 majority vote of the attending members at the meeting once a quorum is present.

• General assembly meetings require a 35% or 51 % quorum of the EU community's voting members. If a meeting is short of a quorum, it will be called for a second time to vote with the existing attendees of the second meeting.

• If the vote result is a tie, the President shall provide the tie-breaker vote.

• The General Assembly meets regularly once every two years

• The decision of the Board of Directors may call special meetings.

ARTICLE VI NOMINATION AND ELECTIONS

• The General Assembly will vote to elect the Board of Directors, which will serve as the governing body of the EU Community, as detailed in Article VII.

• The initial Board of Directors will also serve as the EU Community's governing council until the Board formally designates a Governing Council.

• Elections for all officers shall be conducted from January to May of the term. The election process shall begin six (6) months before the end of the existing term for each governing organ.

• The election committee shall conduct the election. The Governing Council shall designate Election Committee members based on the set criteria, and these individuals' names and contact details shall be communicated to all members. The Governing Council shall provide election guidelines.

• The Board of Directors shall provide any logistical assistance, such as data about the election and budget.

• The Election Committee shall consist of three (3) members, including a Chairperson and Secretary.

• The Election Committee shall be responsible for:

• Planning the election process,

• Managing the receipt of nominations from the members,

• Communicate progress to the Governing Council,

• Manage receipt of votes for candidates,

• Compile and analyze votes

• Make a final list of elected individuals to the Board of Directors.

• The existing Board of Directors will decide how to communicate the results to the members.

• The Election Committee shall recommend actions to the Board of Directors against candidates who engaged in activities that may harm the election or election process.

• Assist the outgoing President and Secretary with the transfer of authority from the former to the newly elected and provide the final report of newly elected members of the Board of Directors.

• The Election Committee shall guide the power transfer from the former to the newly elected officers. The transition will be completed within thirty (30) days after the election, and the Final report will be provided to the Governing Council.

• To be eligible to serve on an Election Committee, one must:

• Be a current, dues-paying Ethiopian United Community Association, Inc member.

• Not be delinquent on any membership requirements within a calendar year prior to submission of his/her candidacy; and

• Not be engaged in or not have previously been involved in activities that undermine the objectives, mission, or leadership of the EU Community.

• Voting ballots and/or other means of voting via electronic media, such as secure email or website, may be used for election purposes as determined by the Election Committee. The election shall be conducted using secret ballots, virtually or in person.

• Individuals related within the first degree of consanguinity, whether by marriage or blood, may not serve on the Election Committee or seek candidacy for a Board of Directors position in the same election year.

ARTICLE VII STRUCTURE OF GOVERNING ORGANS

• EUCA has the following bodies: General Assembly, Governing Council ("Council"), and Board of Directors ("Board"), which includes an Executive Committee.

• The General Assembly shall be the Supreme Body of the Organization. The General Assembly members shall:

• Meet regularly once every two years; special meetings may be called in accordance with Article 5.1

• Be constituted and wholly owned by the members of the EU Community.

• Approve the amendment of the EU Community Bylaws of EUCA.

• Elect members of the Board of Directors,

• Meet as convened by the Board of Directors.

• Meet for a Special General Assembly Meeting in response to a written request by 1/3 of members if the Board fails to convene a General Assembly meeting. Notice of special meetings shall state the purpose and list the initiators.

• Attend regular General Assembly meetings.

• The Governing Council is accountable to the Board of Directors and shall:

• Consists of a Chairperson, Vice Chairperson, Secretary, and two members.

• Chairman of the Board and the Secretary of the Board lead the Governing council

• Form an Ethics committee from GC Members if the need arises. The duties and

responsibilities of the Ethics committee are stated in Article 11.

• Serve for a term of four (4) years. While eligible for re-election,

• Make decisions by a simple majority vote of its members.

• Counsel, mediate, and propose recommendations to the General Assembly and Board of Directors on matters of disagreement amongst Board members that could affect the operation of the EU Community.

• Serve as a conduit for General Assembly members' suggestions, grievances, opinions, etc.

• Guard, protect and maintain the integrity of EUCA.

• Meet at least annually to assess the health of the EU Community.

• Have its meetings convened and conducted by the Chairperson of the Board or, in his or her absence, the Secretary of the Board.

• Require a quorum of 51% of the members to vote on any matters.

• Record meeting minutes at all meetings.

• Designate an Election Committee and provide guidance for managing the election process.

• The Board of Directors is responsible for developing strategy, setting goals and objectives, overseas programs, and activities. The Board shall:

• Consist of current members of Ethiopian United Community Association, Inc.

• Ensure that the policies and guidelines established are adhered to in its execution of the responsibilities of the EU Community and its activities.

• Be elected by the General Assembly.

• Consist of nine (9) members, of which there will be four (4) members who form an Executive Committee as detailed in Article 7.4, four (4) at-large members, and one

• member who shall serve as an auditor or Financial officer.

• Have terms of no longer than four (4) years. Members are eligible for re-election. However, they cannot be re-elected for a third consecutive term. Nevertheless, all Board members who have served two (2) consecutive terms are eligible to serve thereafter once a whole term has passed after which that member will not serve on the Board.

• Require a quorum of 51% of the members to vote on any matter. While consensus for approval is encouraged, the decision of a majority of the Board members at a meeting at which a quorum is present shall be the decision of the Board.

• Convene at least quarterly for regular meetings to hear reports by the Executive Committee, review the EU Community's operational and financial activities, formulate a plan of action, and provide guidance.

• Board member attendance can be virtual or in person, as agreed upon by a majority of the board members. The Board shall convene for additional Board meetings that the President may call at the request of 1/3 of the Board members. Notice of such meetings shall be served at least five (5) days prior to such a meeting.

• A Board member is required to attend at least three of the four quarterly Board Meetings annually and be available for 50% of the extraordinary meetings called by the Board. Failure to do so without a written request to the President shall lead to the removal of that member from the Board of Directors.

• Be entitled to review and vote on any member's request to resign at the next Board meeting. Barring extraordinary circumstances such as family death or incapacitation, Board members may resign and be eligible for re-election if they provide notice to the President and the Secretary in writing 30 days before their final date of holding office.

• The Board of Directors shall have the power to appoint an interim Board member to serve during the remaining term of a resigned member.

• Have a member suspended by an affirmative majority vote by the Board for failure to attend two consecutive or a total of three regular meetings in one year without excuse or justifiable cause. The Board may also suspend any Board Member by a 51% majority vote for obstruction and for acting contrary to the mission and objectives of the EU Community. Any such Board member shall be entitled to a written notice of the meeting at which such action is to be voted upon and shall be entitled to appear and be heard at such meeting.

• Fill any vacancy on the Board temporarily by a decision vote of a majority of the Board members then in office. Any Board member so elected by the Board shall be presented to the next meeting of the General Assembly. The replacement of a Board member can be selected from the remaining Board nominees or any other capable person from the General Assembly or hired by the Board.

• Establish an office and hire staff to help run the affairs of the EU Community, as needed, and directed by these Bylaws and the OPM.

• The Board will accept and vet requests for funding based on established review guidelines and assessment metrics that will allow it to determine if the proposed use would be in keeping with the EU Community's charitable purpose. The granting of funds will be memorialized in a written agreement that outlines the terms and conditions of the grant. The Board shall monitor the proper use of funds through ongoing review of activities documented in periodic performance and financial reports. A detailed protocol developed by the Board shall guide these activities.

• Serve without monetary compensation and shall not receive wages, salaries, or in-kind compensation.

• Be immune from liability for inadvertent errors while performing their duties in good faith.

• Not be immune from liability for committing crimes or using the EU Community's funds for his/her personal benefit.

• The Executive Committee is accountable to the Board of Directors and shall:

• Conduct the day-to-day operation of the EU Community and implement decisions made by the General Assembly and the Board of Directors.

• Establish procedural manuals and regulations for the effective operation of the EU Community.

• Meet as often as necessary to conduct EU Community business.

• Require the outgoing President and Secretary to serve as the transition team and advisors for the new Board of Directors after the completion of an election cycle for up to one (1) year.

• Consist of four (4) members: President, Vice President, Secretary, and Treasurer. These members shall have responsibilities as outlined below.

President

• The President shall have all powers and duties commonly incidental to, and vested in the Office of President, including, but not limited to, being the Chief Executive Officer and Spokesperson of the Organization; the President shall prepare agendas and chair meetings of the General Assembly, the Board, and the Executive Committee.

• The President shall be responsible for overseeing and facilitating the activities of the Board and the Executive Committee and managing the Organization's day-to-day affairs. The President shall also have the following specific powers and duties:

• Call meetings of the General Assembly, the Board, and the Executive Committee, and where necessary, call Special Meetings of the same in consultation with the Board.

• Perform such other duties as the Board may designate from time to time.

• The President shall be one of the signatories on all checks issued in the name of the EU Community.

• The President is ultimately responsible, in addition to the designated responsible officer, for the performance of all outsourced services and contracts.

Vice President

In the President's absence, the Vice-President shall perform the duties of President as set out under 7.4.5.1, and when so acting, shall have the powers of the President. The Vice President may perform such other duties as the Board, or the President, may prescribe.

Secretary

The Secretary shall attend all meetings of the General Assembly, the Board, and the Executive Committee, and keep records of all such proceedings. The Secretary shall have custody of the seal of the EU Community and is authorized to affix the seal to all official documents. The Board may also give authority to any other Officer(s) to affix the seal.

• In addition to keeping accurate minutes of the proceedings of meetings, the Secretary shall keep a record of the names and addresses of members, as well as the list of the Board members and their terms.

• The Secretary shall oversee the distribution of background information for agenda items to be discussed and that the agenda is distributed in advance of the meeting.

• The Secretary shall prepare the official minutes of the meeting and records motions, discussions, votes, and decisions.

• The Secretary shall prepare and provide the previous meeting's written minutes to board members before the next meeting and records any changes or corrections.

• The Secretary shall also be custodian of relevant documents, including Articles of Incorporation Bylaws, Financial Statements, and Auditors Reports.

• The Secretary shall prepare the EU Community's letters unrelated to financial matters.

• The Secretary shall be the person responsible for all the correspondence of the EU Community.

Treasurer

• As the principal financial officer, the Treasurer shall, on behalf of the EU Community and Board, keep track of the EU Community's funds and financial transactions.

• The Treasurer shall keep complete receipts and records of disbursements and maintain accurate books and records of account.

• The Treasurer shall ensure that tax-related documents and legal forms are completed and filed on time.

• The Treasurer shall oversee financial matters and ensure that the financial policies and procedures established by the Board are appropriately implemented.

• The Treasurer shall render an account of the transactions and financial condition of the EU Community to the General Assembly, the Board, the President, and the Executive Committee.

• The Treasurer shall prepare financial reports, deposit all funds, and, in consultation with the President, make disbursements and transfers authorized by the Board and the Executive Committee.

• Responsible for federal and state tax returns in accordance with prevailing laws and guidelines.

• The Treasurer shall ensure that financial matters are conducted in strict adherence to the Bylaws and OPM

Auditor/Financial Controller

The Board of Directors shall elect an Internal Auditor from among its ranks, considering expertise, experience, and adequacy for the position.                                              The Auditor shall report to the General Assembly. The effectiveness of the internal audit function hinges on the Auditor's independence.

The Auditor shall:

• Ascertain the EU Community's financial health, the integrity of its systems, and potential exposure to risks.

• Ensure the business adheres to policies, procedures, legislations, and regulations.

• Review and ascertain the implementation of policies, procedures, guidelines, etc., and regularly suggest improvements/remedial actions to the Board of Management.

• The internal Auditor may coordinate/collaborate with External Auditors during the course of Audit.

• Monitor the annual audit process.

• Collaborate with the Treasurer and other directors to identify areas of improvement.

• Audit the EU Community every Six (6) months and submit a compiled audit report to the Board of Directors.

• Assist in preparing documents for the external Auditor to be presented to the General Assembly.

ARTICLE VIII MEMBER BENEFITS

• Benefits of members shall be specified in the OPM

Rights & Obligations that apply to members of the EU Community

Rights of a Member

Members have the right to:

• Elect officers for all governing organs like the Board of Directors of The EU Community.

• To express their views on issues related to the operation of The EU Community.

• Have a say on matters that affect The EU Community and its member's rights and benefits.

• Initiate an amendment to the Bylaws

• Be nominated and elected to The EU Community's governing organs

• Observe all meetings of The EU Community

• Obtain information about The EU Community, including financial statements and audit reports.

• Withdraw or discontinue membership anytime, with or without cause.

• Be reinstated as a member if she/he meets the requirements as stated in the Bylaws and in Section 4 of this document.

• Participate in educational or any activities of The EU Community.

• Obligations of a Member 

   

   

  • Member must update changes to membership, email, Telephone, and address information within thirty (30) days
  • Pay membership dues per the EU Community's payment schedule as stated in the Bylaws and OPM
  • Attend meetings and activities of the EU Community
  • Actively contribute to the EU Community's mission
  • Participate in educational activities that support members and other vulnerable community members identified by the EU Community.
  • Comply with members' code of conduct as stated in the Bylaws and OPM stated in Section 4.5.
  • Nominate and participate in elections
  • Be entitled to one vote at convened meetings.
  • Be entitled to appeal any termination of membership to the Board of Directors
  • Consider and vote on any recommendation by the Board to remove a Board member suspended under the terms of the Bylaw

  
  

  
  

  ARTICLE IX FINANCIAL MATTERS

   

   

  • The EU Community shall have a bank account, or multiple accounts as necessary, at a federally insured financial institution under its name.

  
  

  • The Board will designate three (3) members of the Board who will be the authorized signors on the bank account(s). One member shall be the President.

  
  

  •  The Board shall make all decisions on disbursement of funds from the bank account(s) and certain payments outlined in the OPM shall require two signatures from any two of the authorized signors named under Article 9.2.

  
  

  • The Board must approve an annual budget of Directors and optionally present it to the General Assembly.

  
  

  • Registration, Contributions, and Payments

  
  

  • New member registration requires an administrative fee as specified in the Bylaws and OPM.
  • The EU Community may have office and operational expenses, including a secretariat, to run its day-to-day operations and follow-up.
  • All members shall render a monthly membership fee to the EU Community as outlined in the OPM.

  
  

  
  

  • The Board may request the General Assembly to collect additional contributions from members whenever necessary.

  
  

  • The fiscal year of the EU Community shall commence on January 1^st and end on December 31^st.

  
  

  • External auditors will audit the EU Community's financial records as requested by the Governing Council. The audit will be completed within six months of the end of the fiscal year.

  
  

  • The Board will review and submit the audited report with its financial report to the General Assembly.

  
  

  
  

  
  

  ARTICLE X DISCHARGE OF DUTIES

   

   

  • A "governing member" is defined as a member of any of the governing organs of the EU Community i.e., Governing Council, Board of Directors, and Executive Committee.

  
  

  • All members of any governing organs of the EU Community have the responsibility and must perform the duties set forth in the Bylaws to the extent consistent with Bylaws. All members of any governing organs of the EU Community shall discharge their duties:

  
  

  • In good faith.
  • With the care and ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner the member believes to be in the best interest of the EU Community.

  
  

  • In discharging their duties, all members of any governing organs of the EU Community are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
  • One or more officers or employees of the EU Community whom the member reasonably believes to be reliable and competent in the matters presented; and
  • Legal counsel, public accountants, or other persons as to matters the member reasonably believes are within the person's professional or expert competence.

  
  

  • Suppose a member of any of the governing organs of the EU Community complies with the applicable standard of conduct. In that case, he or she will not be liable to the EU Community, any member, or any other person for any action or non-action taken in the discharge of his or her duties.

  
  

  • During deliberation regarding decisions relating to the EU Community, all members of any governing organs have to communicate relevant information to their fellow governing members.

  
  

  • The duty of a governing member includes the obligation to inform:

  
  

  • Governing members on information about the affairs of the EU Community known to the governing member, within the scope of the member's functions, and known to the member to be material to the EU Community, or governing organ; and
  • The governing member on any actual or probable material violation of law

  involving the EU Community or material breach of duty to the EU Community by an officer, employee, or agent of the EU Community, that the member believes has occurred or is likely to occur.

  
  

  
  

  
  

  ARTICLE XI ETHICS COMMITTEE

   

   

  • A "governing member" is defined as a member of any of the governing organs of the EU Community i.e., Governing Council, Board of Directors, and Executive Committee.

  
  

  • Three members of the Governing Council shall be designated as members of the Ethics Committee

  
  

  • The Ethics Committee shall ensure that the Board of Directors has followed the code of conduct of the EU Community while performing their duties.
  • The Ethics Committee shall present a recommendation of dismissal, backed by confirmed evidence, of any Board members if such members exceed their authority, and participate in any nefarious activity by failing to observe the established rules and guidelines.
  • The Ethics Committee, on its own initiative or on the suggestion of any Governing Council member, members of the Board or members of The EU Community has authority to review any activity worthy of disciplinary action.
  • The Ethics Committee, after completing its investigation, will present its findings to the Governing Council, but does not have authority to make a final decision.

  
  

  • Matters of code of conduct that would be a focal point for the Ethics Committee include:

  
  

  
  

  • Dereliction of duty;
  • Exceeding authority and opposing the democratic principles and imposing or

  attempting to impose individual preferences on others;

  • Obstructing the democratic process of committee deliberations;
  • Failing to implement joint decisions;
  • Insulting and dividing committee members;
  • Failing to cooperatively carryout responsibilities;
  • Using vulgar language in meetings;
  • Being repeatedly late or failing to show up in meetings;
  • Failing to safeguard EU Community secrets;
  • Conducting EU Community meetings without the knowledge of the Board;

  11.3.11 Releasing information that is not authorized by the Board; 11.3.12 Embezzling the assets of the EU Community;

  11.3.13 Wasting the assets of the EU Community; 11.3.14 Destroying, vandalizing EU Community records;

  11.3.15 Failing to pay membership fee in a timely manner or not paying at all;

  11.3.16 Focusing on personality instead of issues in a meeting;

  11.3.17 Censoring and showing lack of respect for members to express their views; and 11.3.18 Using membership information for private use or solicitation purposes.

  ARTICLE XII INDEMINFICATION

   

  The Members of the Board of Directors, Governing Council, Officers, and Elections Committee and any volunteers involved in the operation of the EU Community are serving freely. They will not be receiving any wages, salaries, or any compensation. They are immune from any inadvertent errors they may make while performing their duties. However, immunity does not apply if anyone commits a financial crime or is involved in using the EU Community's funds for his/her benefit.

  
  

  • The EU Community shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a member of the Board of Directors, including but not limited to the President, Vice President, Secretary, Treasurer, Internal Auditor, as well as Officers, Advisors, and Support Providers of the EU Community, against expenses (including attorneys' fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person:
  • conducted himself or herself in good faith,
  • reasonably believed, in the case of conduct in his or her official capacity with the EU Community, that his or her conduct was in the best interests of the EU Community, and, in all other cases, that his or her conduct was at least not opposed to the best interests of the EU Community, and
  • with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
  • However, no person shall be entitled to indemnification either:
  • In connection with a proceeding brought by or in the right of the EU Community in which the Board of Directors member or officer was adjudged liable to the EU Community or
  • in connection with any other proceeding charging improper personal benefit to a Board of Directors member or officer, whether or not involving action in his or

  her official capacity, in which he or she is ultimately adjudged liable on the basis that he or she improperly received personal benefit.

  • Indemnification under Article 12.1 in connection with a proceeding brought by or in the right of the EU Community shall be limited to reasonable expenses incurred in connection with the proceeding.

  
  

  • Board of Directors Liability Insurance: The EU Community may purchase Officers and Directors insurance and general liability insurance and maintain throughout their term of office. This shall include, but not be limited to professional liability/errors and omissions.

  
  

  
  

  
  

  ARTICLE XIII WEBSITE and Social Media MANAGEMENT

   

  The Web Site of the EU Community

   

   

  • The main means of communication for the EU Community will be its website, which members can access to download relevant information, forms, and documents. The website's address is https://meredaja.com/euca. In addition to the website, email, regular mail, social media, and telephone communications will also be used.

  
  

  • The website shall not host any advertisement that serves the interests of any political, religious, or private organizations. However, the Board of Directors, in rare cases, may allow free advertisements, as permissible by law, to selected business who serve the EU Community.