Mission

The Atse Yohannes Alumni Association- (AYAA) is established to promote, coordinate and deliver alumni and friends' technical, material and financial support to Atse Yohannes School.

ARTICLE I - Name and Offices

Section 1: Name:

The name of the association shall be the Atse Yohannes Alumni Association (AYAA), henceforth referred to as the "Association ". AYAA is a non-political, non-governmental non-profit and non religious organization. The Association is solely incorporated for charity and educational purposes within the meaning of section 501 (C) (3) of the Internal Revenue Code, and contributions made to this Association are tax deductible under section # 170 (C) (2) of the Internal Revenue Code.

Section 2: Principal Office:

The principal office of the Association is located in Atlanta, Georgia, United States of America. The registered office of the Association required by law to be maintained in the State of Georgia may be, but need not be, identical with the principal office.

ARTICLE II - Membership

The Association shall be a membership organization, which will include Atse Yohannes School former students, family members, and others who may be interested in supporting the mission of the Association.

ARTICLE III - General Assembly

Section 1: Meetings of the General Assembly

Annual Meetings: The General Assembly will meet at a suitable place and time that is determined by the Board Members of the Association. The purpose of the meeting includes hearing of annual reports, approval of major projects, amending of the bylaws, election of new Board Members, awarding honors, communicating future plans, and any other business that may arise.

1. The General Assembly would be open to all existing and would be members, but, the right to vote will be limited only to AYAA members with good standing. The meeting will be chaired by the President of the Board, or in her/his absence, by the Vice President.


2. Notice of Meetings: The time and location of the next General Assembly meeting should be announced at least six months prior to the meeting.


3. The agenda, time and place of the General Assembly must be posted on AYAA Web site at least 45 days before the meeting.

Section 2: Rights and Responsibilities:

1. Members have the responsibility to support the mission and abide by the rules of the Association. Members are required to pay membership dues set by the Board and ratified by members at the General Assembly meeting. The Board may also recommend additional fee on members for specified project subject to approval of members. An invoice or a reminder for payment of dues shall be sent to members shortly after the beginning of each fiscal year- June 1, and are payable before May of each year.


2. Each member shall be entitled to one vote on each matter submitted to a vote of the members. Members can cast their vote only in person at the time of the General Assembly.

Section 3: Removal of Members

Any member may be expelled from AYAA by a majority affirmative vote of all the Board Members for any or all of the following violation:

1. A member who does not pay membership dues in a timely manner.


2. A members' disruptive behavior undermines the welfare of the association.


3. A Member misappropriates Association's funds.

Section 4: Reinstatement of Membership:

A person, whose membership has been terminated pursuant to Article III Section 3, can apply for reinstatement provided he/she pays overdue fees and other problems are addressed. The decision to grant reinstatement will be made by a majority vote of all the Board Members.

ARTICLE IV- Governing Board:

Governance of the Association will be held by Board Members, elected at the Annual Meeting from members of the association in good standing henceforth referred to as the "Board."

Section 1: General Powers:

The Board, pursuant to these By-laws, shall manage the Association. The Board’s responsibilities include:

Adoption of a Mission Statement; establishing the goals and objectives of the Association including a description of the services to be provided;

Establishment of an organizational structure, and the definition of functional relationships among the various components of the organization;

Establishment of financial management policies, including a system to insure accountability for Association resources, approval of an annual project budget and spending priorities, long-range planning; and approval of all major contracts, loans or any other legally binding arrangements.

Based on these Bylaws, the Board may establish / issue standing rules, procedures, and guidelines as may be necessary from time to time.

The Board cannot disobey the orders of the General Assembly or act outside its prescribed duties and authorities given by this Bylaws.

Section 2: Number and Term of Office:

1. The number of Board Members shall be thirteen, and their consecutive term of office shall not exceed six years. Departed Board Members shall be eligible for re-election after an interval of three years.


2. New Board Members shall be nominated and dully elected by the General Assembly every three years. The nominees who receive the majority of the votes cast shall be declared as the new Board Members.


3. The three year term begins with the first group of seven members who were elected by the end of May, 2006, and the second group of six will be elected by the end of May of 2007. Unless they are reelected, the first group of seven will be replaced by summer of 2009, and the second group of six by summer 2010. Future elections will follow the same pattern.

Section 3: Conflict of Interest:

1. No individual Board Member, or the Board as a whole, may benefit directly or indirectly from the disbursal of the Association funds.


2. Each Board member upon accepting a seat on the Board agrees to carefully guard against any conflict of interest that might develop between his/her personal interest and that of the Association.


3. No member of the Board may be compensated for his/her services except when Board Members authorized such expenses incurred by member of the Board in carrying out the business of the Association.

Section 4: Vacancies:

A vacancy occurring in the Board for un expired term may be filled by a majority vote of those present, at any board meeting where quorum is present. However, an increase in the authorized number of Board Members shall be filled only by election at the Annual Meeting, or at a special meeting of the Association members called for that purpose.

Section 5: Removal of Board Members

A Board member shall be removed from office by the Board for any of the following reasons. For lack of active participation, for recorded absences in three or more of Board meetings, and when a member looses his / her good standing status. First he/she will be contacted by the Board president to determine and understand the problem. The President may recommend to the Board that the individual be asked to resign from the Board. A Board member may be removed by an affirmative vote of two-thirds of the Board Members present in a meeting where the required quorum is present.

ARTICLE V - Officers of the Association

Section 1: Officers:

Officers shall include a President, Vice President, Treasurer and Secretary.

Section 2: Election of Officers:

1. All officers shall serve for a term of three years unless the officer ceases to qualify or is terminated. Officer of the Association shall not serve more than two consecutive terms or six years.


2. Officers of the Association shall be nominated by the Nominating Committee, and elected by the Board Members for terms of three years each. The Nominating Committee will follow the instructions and the eligibility requirements as may be established by the Board from time to time.


3. In the event any officer, other than the President, resigns from the position of officer, or resigns from the Board Members during a term of office, the President may recommend another currently sitting Board member to complete the term, and a majority vote of Board Members present in a meeting will be required for approval. In the event of the resignation of the President, the Vice President shall assume the position of President and will then recommend a successor to the Vice Presidency, subject to the same requirement of Board's approval.

Section 3: Duties and Functions of the Officers:

1. The President shall be the principal Officer, subject to the control of the Board, and shall supervise and oversee the management of the Association and monitor the work of all committees in accordance with these By-laws and Procedures of the Association. When present, he/she shall preside at all meetings of the Board, the Executive Committee, and at the Annual Meeting. He /she serves as a principal liaison and representative of the Association. The President and the Secretary with consultation of the other Officers will prepare the agenda. He/she shall sign, with any other proper official, any deeds, contracts or other instruments which may be lawfully executed on behalf of the Association, except where the signing and execution thereof shall be delegated by the Board to some other officer or agent. The President shall perform all duties incident to the office and other such duties as may be prescribed by the Board from time to time.


2. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. The Vice President shall be the chief Public Relations official for the Association, representing the membership to the media and to the public at large; overseeing the creating and dissemination of press releases and the like. The V. President shall be the Chairperson of the Program Committee. The Vice President shall perform all duties incident to the office and other such duties as may be prescribed by the Board from time to time.


3. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board Members, of the Annual Meeting, and of any other Committee meetings as directed by the Board, and present them to the Board for approval. The Secretary shall give all notices as required by law and by these By-Laws. He/she will bring the minute’s book, bylaws, rules, membership list, Association Seal, list of committees and other useful documents to each meeting. The Secretary Chairs the Web Site Committee. He/she shall affix the Seal to any lawfully executed instrument requiring it. The Secretary shall sign any such instruments as shall require her/his signature and in general shall perform all duties incident to the office and other such duties as may be prescribed by the Board Members from time to time.


4. The Treasurer shall have or oversee custody of the funds and securities belonging to the Association, and shall see that the same are received, deposited or disbursed according to the will of the Board. He/she shall be responsible for full and accurate accounts of the finances of the Association and shall cause a true statement of its assets and liabilities to be filed in the principal office at the close of each fiscal year, and shall see that the annual audit is presented to the Board for discussion and approval. Chairs the Fund Raising Committee. Submits a written Financial Report at every Board meeting and Annual Meeting. The Treasurer is responsible for the filings of the required federal and state Information Returns. Treasurer shall perform all duties incident to the office and other such duties as may be prescribed by the Board Members from time to time.

ARTICLE VI - Committees

Section 1: Establishment of Committees:

The Board shall establish Committees to oversee specific aspects of the Association's activities. Committees shall review and consider activities and proposals and make recommendations to the full Board for consideration.

Section 2: The Executive Committee:

The Officers (the President, Vice President, Secretary, and Treasurer) will constitute the Executive Committee. The President shall be the Chairperson and the Committee shall be responsible for managing, executing, and implementing all policies, projects, and programs already determined by the Board.

With the consultation of other committees, the Executive Committee makes constant reviews and evaluations of the existing and new programs, projects and policies of the Association. It also reports on the accomplishments and progress of the Association towards its stated objectives. The Board may also give a special assignment to the Committee and ask for some recommendations.

Section 3: Fund Raising Committee:

The Treasurer shall be the chairperson and the Board shall appoint the other members of the Committee.

The Fund Raising Committee shall develop fundraising goals for short and long term. It crafts a fundraising plan and identifies potential sources of funds for the Association. The Committee shall review, design a plan and recommend the Association’s potential fund raising activities and social events to the Board. In addition, the Committee works with regional Support Committees in planning, promotion, and implementation of annual events as a stage for fund raising activities.

Section 4: Audit Committee:

The Board may establish an internal audit committee on a temporary basis and appoint its membership, as it deems appropriate. The duties of such a committee shall include but not be limited to, the assurance of the proper utilization of AYAA's resources, and the appropriate handling of all its contracts, loans or any other legally binding arrangements. A written report covering the audit should be submitted to the Board for adoption and should be filed with secretary as the Board’s record before April 30th of each year.

Section 5: Program Committee:

The Vice President is chairperson, and members of the Program Committee are appointed by the Board to review, consider and make recommendations on policies and practices, and on the expansion of existing or new programs. The Program Committee is responsible for an annual program plan and performs an evaluation of the program for submission to and approval by the Board.

Section 6: Nominating Committee:

Each member of the Nominating Committee is appointed by the Board. The main purpose of the Committee shall be to oversee the nomination and the election procedures established by the Board and to develop and to recommend nominee slates for all the Board’s and officers’ vacancies.

The Nominating Committee shall identify, screen and review individuals qualified who are willing to serve as Board members and officers. It makes recommendation of Board Member candidates who will serve as officers to the Board; and also submits names of qualified nominees who can serve as Board Members to the General Assembly through the President.

In selecting the Board nominees, the committee shall focus on the common goal of greater inclusion, and actively promote fair representation. It should take diversity into account, including regional, age, gender, and also local candidates with links to regional Support Committees.

In discharging its role, the Nominating Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, regional Support Committees and Board members of the Association.

Section 7: Support Committees:

AYAA Support Committees are voluntary entities composed of Atse Yohannes School's former students or friends organized in various US and Canada townships to support and promote AYAA's vision and mission ("Support Committee"). The AYAA Board may approve the formation of such Support Committees, as it deems appropriate. Duties and Functions of the Support Committees will be governed as follows:

1. The required base number for the formation of Support Committees shall be at least three members.


2. A Support Committee may implement its own internal procedure for coordinating its business; however it shall strictly adhere to AYAA's bylaws. Such committees shall not be empowered to act for the Board, but only to make recommendations to the Board, unless otherwise noted.


3. A Support Committee shall have at least a Chairperson, Secretary, and a Treasurer. Leadership in Support Committee at any level is not a guarantee to be an AYAA Board member or leader. The Chairperson may attend the Board's annual meeting only as an observer, unless elected as an AYAA Board member.


4. Support Committees shall have full rights to recruit members, conduct meetings, and raise funds. However, Support Committees shall not operate or use funds without the consent of AYAA'S Board. Support committees shall report their activities and funds to the AYAA Board through the Chairperson or a delegated Board member on bi-annual basis.


5. Board Members must play an important role in supporting, founding, leading, and coordinating these local support committees in their respective areas.

Section 8: The Website Committee:

The Committee shall aim to improve the visibility, understanding and support for the Association by the members of AYAA as well as by the general public.
The Secretary shall serve as a chair and the Web Master shall automatically be a member of the Website Committee. The Board shall appoint the other members of the committee. The responsibilities will include; updating the contents of the Web site as may be requested by the Board from time to time, creating AYAA’s events calendar, updating alumni related information, creating chat rooms for alumni and friends, and making the Web site attractive, so that members will frequently visit the site and others will be encouraged to join the association.

ARTICLE VII - Meetings

Section 1: Board Members:

1. The regular meeting, teleconferencing or email based communication of the Board shall be held once every three months following the date of the Annual Meeting, unless otherwise ordered by the majority of the Board Members.


2. Special meetings of the Board may be called by or at the request of the President, or by any five Board Members. The President or the Board Members calling a Special Meeting shall give notice to all members at least seven working days prior to the date of the meeting.

Section 2: Quorum:

1. A majority of the entire members of the Board in good standing shall constitute a quorum for the transactions of business at any regular or special meetings of the Board.


2. Members present at any properly called meeting (in accordance to article III, I, b and c) shall constitute a quorum of the General Assembly.

Section 3: Manner of Acting:

1. The act of the majority of the Board present at a meeting at which a quorum is present shall be the Act of the Board Members unless, specifically stated in the Bylaws.


2. An affirmative vote of two-thirds of all Board Members shall be required to recommend a resolution to the General Assembly to adopt, amend or repeal the by-law or to adopt a resolution dissolving the Association.


3. A majority vote of the members present in a General Assembly Meeting shall be the act the General Assembly for all matters, with the exception of one-dissolution of the Association, which requires a vote of three-fourths of members present in a General Assembly Meeting.

ARTICLE VIII - Contracts, Loans and Deposits

Section 1: Contracts:

The Board may authorize any officer or officers to enter into any contract or to execute and deliver an instrument on behalf of the Association. Such authority may be general or confined to specific instances.

Section 2: Loans:

No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name except as authorized by resolution of the Board.

Section 3: Financial:

All checks, drafts or other orders of payment of money issued in the name of the Association shall be signed by such officer or officers of the Association and in such manner as shall from time to time be determined by resolution of the Board.

All funds of the Association not otherwise employed shall be deposited within 24 hours of being received, or if received on a Friday, or a legal holiday, by the following business day to the credit of the Association, in such depository as the Board shall direct.

ARTICLE IX - General Provisions

Section 1: Fiscal Year:
Unless ordered otherwise by the Board, the fiscal year of the Association shall be from June 1 through May 30 of each and every Calendar year.

Section 2: Parliamentary Procedure:

The simplified version of Robert’s Rule of Order shall govern the association in all cases they are applicable and in which they are not inconsistent with the Bylaws of the Association or the decisions, policies or procedures adopted by the Board of AYAA. In the event of conflict with the Board of AYAA, the Board’s decision shall, in all case, prevail.

Section 3: Dissolution:

As the Association solely stands for charitable and educational purposes as authorized by 501 (C ) (3) of the Federal Revenue Code, upon dissolution, after paying all liabilities, the remaining assets of AYAA should be distributed to Atse Yohannes School, in Mekelle, Tigray, Ethiopia.

Section 4: Amendments:

Except as otherwise provided herein, these By-laws may be amended or repealed and new By-laws may be adopted, by the affirmative vote of the majority of the General Assembly, at any regular or special meeting.

This is to certify that the foregoing are the By-laws of the Atse Yohannes Alumni Association as duly adopted by the members of the Association.

Amended May 26th, 2007 Atlanta, Georgia