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By Law

\"crewLogo\"Bylaws for

The Center for the Rights of Ethiopian Women (CREW)

Amended October 19, 2014

ARTICLE I

Name and Purpose

Section 1. Name

The name of this Organization shall be Center for the Rights of Ethiopian Women, hereinafter will be referred to as to as “CREW”.

Section 2. Purposes

 As set forth in the Articles of Incorporation, “CREW” is organized exclusively for charitable and humanitarian purposes; with the following Mission:

  • CREW is a non-government, non-profit, non-partisan, human rights and peace organization established to promote the civil, political, economical, social and Cultural rights of Ethiopian women in Ethiopia and abroad. CREW advocates against human rights violations of Ethiopians regardless of their gender, ethnicity, political, or religious affiliations. CREW also promotes democratic culture and tolerance in Ethiopia.

Towards this end, CREW does the following activities:

  • Organize workshops and conferences to raise public awareness on women’s /gender issues in order to bring change in policy and practice;
  • Work on conflict prevention and resolutions;
  • Initiate and conduct research about Ethiopian women;
  • Network and collaborate with government and non-government organizations to advance the rights of Ethiopian women.

ARTICLE II

Offices

Section 1. Location. The principal office of CREW shall be located in Maryland. CREW could also open offices in other areas as needed.

ARTICLE III

Members

CREW is a membership organization which will have members that are willing to participate in the causes of the organization. These members can be Ethiopians or non-Ethiopians, men or women living anywhere in the world.

Section 1.  Regular [Full] Members. Full members are women who are Ethiopians, and women of Ethiopian background and/or origin, such as Ethiopian-American women, or women who have dual citizenship of Ethiopia and any other country.

Section 2.  Associate Members.

Associate members can be Ethiopians or non-Ethiopians, women or men. Associate members can be Ethiopian women too, who would not want to be full members

Section 3. Membership Fee. The membership fee for Regular Members is 10.00 USD per month. The membership fee for Associate Members, members who are on retirement and students is 5.00 USD per month.

Section 4. Membership rights and duties.

  1. a. Regular [Full] Members
  • Participate actively according to the organization’s bylaws and mission
  • Pay the monthly membership fee in accordance with the bylaws of the Organization
  • Participate in annual meetings and share ideas, with the right to nominate and vote
  1. b. Associate Members
  • Pay the monthly membership fee in accordance with the bylaws of the Organization
  • Help the Organization by participating in accordance with the Organization’s mission
  • Participate in annual meetings and share ideas, with no right to vote
  • An Associate member is not eligible to be an officer

Section 5. End of Membership

  • Dissolution of the Organization,
  • Withdrawal
  • Unpaid membership fees for one whole year, with a grace period of six months unless it is determined by simple majority vote of the board that there is a good cause for non-payment.
  • Unethical action or behavior of a member, which prevents members from working and hinders the progress of the organization from fulfilling its mission. These actions and behaviors exclude member’s social, professional, private and personal life.

Section 6. Beginning date of membership

The date of membership begins on the date of the first general assembly meeting, which was March 25th, 2012.

ARTICLE IV

Board of Directors

Section 1. Power of the Board of Directors. The Board of Directors of the CREW shall be given the  power to lead the organization and execute its Bylaws. Board of Directors may be residents of the United States or other countries including Ethiopia.

Section 2. Number of Members. The number of Board of Directors of CREW shall be neither less than three nor more than 11. The number of board members may be increased or decreased from time to time by amendment to the Bylaws.

Section 3. Election and Term of Board of Directors.

Election of Board of Directors shall occur at annual members meeting of the CREW members. Board of Directors shall serve two year term. Each member shall hold office until the annual meeting when her term expires and until her successor has been elected and qualified.

Section 3. a. To continue the institutional structure of the Organization, half of the board members will be elected at one time and the other half members in the year after.

Section 3.b. During the first election term, in order to maintain continuity, half of the board will serve three years term and the other half will serve two years term.

Section 3.c. Nominating committee for board of directors will be elected from the general assembly in the month of December. The Nomination Committee will facilitate the election and the election  will take place by mail in January.  The result will be presented to the board of directors and will be announced to the general members at the end of January.

Section 4. Vacancies. Vacancies shall be filled by simple majority vote of the remaining members of the Board for the unexpired term. A board member elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office and shall serve until her successor is elected and qualified.

Section 5. Removal of Board Member. A member of the Board of Directors may be removed by simple majority vote of the Board of Directors, at any regularly scheduled or special meeting of the Board of Directors, whenever in its judgment the best interests of the Organization would be served thereby.

Grounds for removal are:

  1. Conflict of interest
  2. Not fulfilling responsibilities
  3. A disruptive behavior or actions hindering members from working; the action becoming an obstacle for the progress of the organization. These actions and behaviors exclude member’s social, professional, private and personal life.

Section 6. Resignation. Except as otherwise required by law, a board member may resign from the board at any time by giving notice in writing to the Board of Directors. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 7. Quorum of Directors and Action by the Board. Unless a greater proportion is required by law, simple majority of the board members then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings.

Section 8. Meetings of the Board of Director.

(a) Meetings of the Board of Directors, regular or special, may be held at such place

in the state of Maryland or outside of Maryland and upon such notice as may be prescribed by resolution of the board.

(b) A meeting shall be held once a month at a time and location set by Board of Directors. The board shall hold at least one regular meeting a month, but may meet more frequently if circumstances require.

Section 9. Informal Action by Directors; Meetings by Conference Telephone.

(a) Informal Action by Directors:

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if a majority of the board members consent in writing through fax, mail, or by electronic mail to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members shall be filed with the minutes of proceedings of the Board of Directors.

(b) Meetings by Conference Telephone: Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all Board of Directors may participate in a meeting of the board by means of conference telephone or by any means by which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting.

Section 10. Voting. Each member of the Board of Directors shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed.

Section 11. Compensation. Board of Directors shall not receive any compensation from the CREW for services rendered to the Organization as members of the board, except that they may be reimbursed for expenses incurred in the performance of their duties to the Organization, in reasonable amounts based on policies approved by the Board of Directors.

 Section 12. Absence. Each Board of Director is expected to communicate with the Chair person in advance of all meetings stating whether or not she is able to attend or participate by conference telephone or the agreed-upon means of communication. Any member who is absent from five successive board meetings or fails to participate for a full year shall be deemed to have resigned due to non-participation, and her position shall be declared vacant, unless the board affirmatively votes to retain her as a member.

ARTICLE V

Board of Directors Committees

Section 1. Committees

The Board of Directors, by resolution adopted by a majority of the members in office, may designate and appoint one or more committees. The committees will be chaired by a member of the board of directors. No committee other than the Board of Directors shall have the authority to amend or repeal these Bylaws, elect or remove any officer or authorize the voluntary dissolution of the Organization.

Section 2. Program Committee

  • Reports to the Board of Directors
  • In charge of programs and projects of the organization
  • Plan, design, implement and evaluate programs / projects, such projects include but not limited to, women’s issues like migrant workers, women in poverty, and domestic violence in Ethiopia and the Diaspora.
  • Organize conferences, seminars and workshops
  • Work closely with the other committees

Section 3. Capacity / Institution Building

  • Reports to the Board of Directors
  • Responsible for establishing the organization, finalize the mission of the organization, draft bylaws, revise organizational chart and duties of each committee.
  • Strengthen the organization by conducting skills inventory of active members and recruiting them to different committees
  • In collaboration with the Program Committee, provide training to update members’ skills
  • Network with other similar national and international organizations
  • Conduct periodical evaluation of organizational performance
  • Create a Legal Advisor Committee of the organization
  • Work with the Logistics Committee and the Fundraising Committee on how the organization would be able to have an office and paid staff

Section 4. Public Relations and Research Committee

   4.a. Public Relations and Research Committee

  • Reports to the Board of Directors
  • Writing press releases, prepare talking points for interviews
  • Develop media contacts (Ethiopian and others) to give exposure and awareness of the organization
  • Maintaining the website
  • Planning appearances and events

4.b. Editorial Board

  • Reports to the Board of Directors
  • Works in conjunction with Public Relation and Research Committee
  • In charge of organizing and editing of publications, newsletters, etc. of the organization
  • Responsible for circulation of publications produced under the organization’s name

Section 5. Youth Outreach

  • Reports to the Board of Directors
  • Recruiting Ethiopian youth to join the organization
  • Research what the young girls/women want to contribute and develop programs accordingly
  • Work with the Program Committee closely

Section 7. Fundraising, Membership and Logistics Committee

  • Reports to the Board of Directors
  • Responsible for all fundraising activities of the organization
  • Recruit members and collect membership fees
  • In charge of logistics for all activities of the organization
  • Responsible for obtaining permits for activities such as rally, auction etc.
  • Work closely with the Capacity / Institution building committee in establishing the organization and the maintenance of it

Section 8. Other Committees and Task Forces. The Board of Directors may appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the committee.

Section 9. Term of Office. Each member of a committee shall serve for two years until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner dissolved.

Section 10. Vacancies. Vacancies in the membership of committees may be filled by the Board of Directors.

Section 11. Rules. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.

ARTICLE VI

Officers, Agents, and Employees

Section 1. Officers. The Board of Directors of CREW shall elect a President, Vice President, a secretary, and a Treasurer. Officers shall not receive any salary.

Section 2. Terms of Office. The officers of CREW shall be elected for one-year term at the regular annual meeting of the Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board. Each officer shall hold office until a successor shall have been duly elected or appointed and qualified.

Section 3. Removal. Any officer may be removed by a majority vote of the Board of Directors in office whenever in the Board\’s judgment the best interests of the Organization will be served thereby.

 Section 4. Resignation from Office. Officers may resign at any time by providing written notice to the Chair.

 Section 5. Powers and Duties. The powers and duties of the officers of CREW shall be as follows

(a)President. The President shall preside at the meetings of the Board of Directors. In the absence of paid staff, the President shall ensure the supervision and administration of the business and affairs of the Organization. The President shall play a major role in resource development and in representing the organization within and outside the community. The President, as well as any other proper officer or staff person of the organization authorized by the Board of Directors, may sign any instruments and enter into agreements necessary to carry out the missions and programs of the organization, except where these Bylaws or policies adopted by the Board require the signature of some other officer or agent of the Organization. The President shall communicate to other officers or to the Board of Directors such matters and make such suggestions as may in her opinion tend to promote the prosperity and welfare and increase the usefulness of the organization, and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office.

(b) Vice President. The vice president is responsible for creating public awareness plans and programs and making sure that the organization is known to the community. The vice president is also responsible for assigning members to coordinate public events, fundraisers, and other programs as she sees fit to create awareness to the organization. The vice president is responsible for the management of the day-to-day activities of the organization and supervising and maintaining the budgets for each committee. The vice president makes sure that the organization’s bylaws, objectives and goals are being enforced. The Vice President will perform all the duties of the president in the absence of the president

(c) Secretary. The Secretary shall be responsible for keeping an accurate record of all meetings of the Board of Directors, see that all notices are duly given in accordance with these Bylaws or as required by law, maintain the official records of the organization, and in general perform all duties customary to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board. The Secretary shall have custody of the corporate seal of the Organization, if any, and shall have the authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by her signature. The Board of Directors may give general authority to any officer to affix the seal of the Organization, if any, and to attest the affixing by her signature.

(d) Treasurer. The Treasurer shall be responsible for financial, including and ensuring that all funds are recorded, spent, and monitored consistent with donor\’s requirements, legal requirements, and sound financial management.

 Section 6. Compensation. The Organization may pay compensation in reasonable amounts to agents and employees for services rendered. The Board shall determine the level of compensation and shall approve compensation guidelines for other categories of employees. The Board may require officers, agents, or employees to give security for the faithful performance of their duties.

 ARTICLE VII

Miscellaneous

Section 1. Fiscal Year [Budget year]. The fiscal year of the organization shall be the calendar year or such other period as may be fixed by the Board of Directors.

Section 1 a. Fiscal Year [Budget year] of the Organization will be from January 1st – to December 31st

Section 1. b. The annual budget will be approved by the board of directors during the last quarter of the fiscal year between October 31st and November 30 every year.

Section 1.c. The annual report with approval of the annual budget will be finalized at the first quarter of the fiscal year.

Section 1.d. The board of directors will present the annual report, annual budget and the election result of the new board members; at the annual meeting for General assembly in the first week of March.

Section 2. Contracts and Other Documents. The Board of Directors may authorize the President, the Vice President, and the secretary to enter into contracts or to execute and deliver other documents and instruments on the Organization\’s behalf. Such authority may be invested in other officers or agents of the Organization from time to time for specific purposes.

Section 3. Gifts. The Board of Directors may authorize the Vice President and the Secretary, as well as the President, to accept on behalf of the Organization any contribution, gift, bequest, or devise for the purposes of the CREW.

Section 4. Checks, Drafts, Loans, Etc. All checks, drafts, loans, or other orders for the payment of money, or to sign acceptances, notes, or other evidences of indebtedness issued in the name of CREW shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall be from time to time determined by the Board of Directors. In the absence of such determination, such instrument shall be signed by the Vice President, except that disbursements over a specific amount, to be set by the Board from time to time, shall be considered \”special disbursements\” and must be approved in advance by the Board of Directors.

Section 5. Deposits. All funds of the Organization shall be deposited to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may from time to time select.

Section 6. Books and Records to be Kept. The Organization shall keep at its registered office in the State of Maryland (1) correct and complete books and records of account, (2) minutes of the proceedings of the Board of Directors and any committee having any of the authority of the Board, and (3) a record of the names and addresses of the Board members entitled to vote. All books and records of the Organization may be inspected by any Board member having voting rights, or her agent or attorney, for any proper purpose at any reasonable time.

Section 7. Amendment of Articles and Bylaws. The Articles of Incorporation and the Bylaws of the Organization may be adopted, amended, or repealed by a majority vote of the directors then in office, provided that at least ten days\’ written notice has been given each member of the Board of the intention to adopt, amend, or repeal the Articles of Incorporation or the Bylaws.

Section 8. Loans to Directors and Officers. No loans shall be made by the Organization to its directors or officers.

Section 9. Indemnification and Insurance.

(a) Unless otherwise prohibited by law, the CREW shall indemnify any director or officer, any former director or officer, any person who may have served at its request as a director or officer of another organization, whether for-profit or not-for-profit, and may, by resolution of the Board of Directors, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by her or imposed on her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which she may be or is made a party by reason of being or having been such director, officer, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which she shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the Organization for damages arising out of his/her own negligence or misconduct in the performance of a duty to the Organization.

(b) Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Organization may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any director, officer, or employee; provided, however, that such director, officer or employee shall undertake to repay or to reimburse such expense if it should ultimately be determined that she is not entitled to indemnification under this Article.

(c) The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.

(d) The indemnification provided by this Article shall not be deemed exclusive to any other rights to which such director, officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the Organization to make any indemnification permitted by law.

(e) The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability asserted against or incurred by her which arises out of such person\’s status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the Organization would have the power to indemnify the person against that liability under law.

(g) If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

Section 10.  Dissolution of the Organization.

In accordance with the Articles of Incorporation Section Eight, upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.