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Nuer Development Association (USA)


The following Bylaws shall be subject to, Nuer Development Association (USA) and governed by, the Nonprofit Corporation Act of Washington and the Articles of Incorporation of Washington State. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Nonprofit Corporation Act of Washington, said Nonprofit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Organization, it shall then be these Bylaws that shall be controlling.


The legal name of the Non-Profit Organization shall be known as, Nuer Development Association (USA)
and shall herein be referred to as the "Organization."


The general purposes for which this organization has been established are as follows:
The purpose for which the Non-Profit Organization is formed is set forth in the attached Articles of
The corporation is organized exclusively for such purposes that are allowable under section 501(C)(3) of the
Internal Revenue Code or the corresponding section of any future federal tax code
The mission of the organization is to contribute to sustainable development and harmony within the primary
stakeholders by rendering basic social services to target disadvantaged communities in Gambella Regional
The vision of Nuer Development Association aspires to see a community free from poverty; backwardness and
living in harmony with one another and it neighbors in Gambella Regional State.


The principal office of the Corporation/Organization shall be located in Washington State, USA.
The Corporation/Organization may have other such offices as the Board of Directors may determine or deem
necessary, or as the affairs of the Corporation/Organization may find a need for from time to time, provided
that any permanent change of address for the principal office is properly reported as required by law.


General Powers and Responsibilities:
The Corporation/Organization shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers, privileges, and limitations of liability of directors of a nonprofit corporation organized under the Nonprofit Corporation Act of Washington. The Board shall establish policies and directives governing business and programs of the Corporation/Organization and shall delegate to the Executive Director and Corporation/Organization staff, subject to the provisions of these Bylaws, authority, and responsibility to see that the policies and directives are appropriately followed.

Duties of the Board of Directors
The (at-large) director shall follow the Duty of Care, Duty of Loyalty and Duty of Obedience as stated in State and/or Federal law and Nonprofit Industry Standards and Guidelines including to attend meetings, evaluate presented candidates, make decisions with the best interest of the organization in mind, ensure the policies of the organization are followed, promote the activities or needs of the organization and provide requested assistance as needed. The at-large director shall vote on matters of the organization, unless a conflict of interest is divulged. S/He/They shall complete assigned tasks as necessary.

Number and Qualifications
The Board shall have three (3) to nine (9) directors. The number of Board members may be increased beyond members by the affirmative vote of the then-serving Board of Directors. A Board member may be a resident of the State of Washington.

Board Compensation
The Board shall receive no compensation other than for reimbursement of reasonable expenses.

Board Elections
The Executive Director/CEO or board members may present nominations for new and renewing Board members. Recommendations shall be made known to the Board in writing before nominations are made and voted on.
New and renewing Board members shall be approved by those Board members at a Board meeting at which a quorum is present.

Term of Board
All appointments to the Board shall be for a term of two (2) years. No person shall serve more than four (4) consecutive terms. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after one year has passed since the conclusion of such Board members service.

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

a) The death, resignation, or removal of any director;
b) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of the court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed three (3) consecutive meetings of the Board of Directors, or a total of three (3) meetings of the Board during any one calendar year;
c) An increase in the authorized number of directors; or
d) The failure of the directors, at any annual or another meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.

The Board of Directors, by way of the affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in Article 5 – Meetings that such action would be considered at the meeting.
Except as provided in this paragraph, any director may resign effective upon giving written notice to the President of Corporation/Organization. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective.
Any vacancy on the Board may be filled by of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by a vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Board of Director Meetings
– Location
Meetings may be held in person in Washington or through audio/video conferencing methods.

– Annual Meeting
The organization shall hold the annual meeting in May.

– Regular Meeting
The organization shall hold quarterly meetings in January, April, July, and October.

– Special Meeting
Special meetings of this organization may be called by the president when he deems it in the best interest of the organization. Notices of such meetings shall be mailed to all directors of the board at their addresses as they appear in the roll book at least twenty-four (24) hours before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom it was called. At the request of fifty percent (50%) of the directors of the board, the president shall cause a special meeting to be called but such request must be made in writing at least twenty-four (24) hours before the requested
scheduled date.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

– Minutes
The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the
minutes of the meetings, which shall be delivered to the Corporation/Organization to be placed in the hard copy or online minute books. A copy of the draft minutes shall be delivered to each Board member with the board packet at the next board meeting for board approval.

– Quorum
At each meeting of the Board of Directors, the presence of 50% of the board shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and vote results in a tie, then the vote of the Chair of the Board shall be the deciding vote.
The act of the majority of the Board members serving on the Board and present at a meeting in which there is a quorum shall be the act of the Board.
If a quorum is not present at a meeting, the Board members present may adjourn the meeting and may schedule another meeting date and time.

– Voting
Each Board member shall only have one vote. Voting shall be conducted by voice. Board members must be present at the meeting to vote. There is no proxy voting of the Board.

– Board Member Attendance
An elected Board Member who is absent from consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation/Organization. The Board may deem a Board member who has 3 missed consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.


The Board shall elect officers of the Corporation/Organization during a board meeting.
Officers are elected during the Annual Meeting.
If there is an officer vacancy on the Board, the Board may conduct an officer election during a Regular Meeting.
The Board President or a majority of the Board members may call a special meeting to hold urgent officer elections.

Officer Duties
Officers shall by virtue of their office be directors of the Board of
Directors and follow the duties of a director in addition to their officer duties.
No director and/or officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any reasonable reimbursement from the organization for duties as a director or officer.

The President of the organization, by virtue of the office, shall be Chairman of the Board of Directors. The President shall preside at all meetings. S/He/They shall
present at each annual meeting of the organization an annual report of the work of the organization.
S/He/They shall view and/or update all books, reports and certificates required by law are and ensure they are properly kept or filed. S/He/They may be one of the officers who may sign the checks or drafts of the organization. S/He/They shall have such powers as may be reasonably construed as belonging to the President of any organization. S/He/They shall complete assigned tasks as necessary.

The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president. S/He/They shall complete assigned tasks as necessary.

The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be the Secretary’s duty to ensure proper filings of any certificates and renewals required by any statute, federal, state and/or local governments. S/He/They shall give and serve all notices to the board of directors. S/He/They shall be the official custodian of the records. S/He/They may be one of the officers required to sign the checks and drafts of the organization. S/He/They shall present to the board of directors at any meetings any communication addressed to him as Secretary of the organization. S/He/They shall attend to all correspondence of the organization and shall exercise all
duties incident to the office of Secretary. S/He/They shall complete assigned tasks as necessary.


S/He/They shall ensure all required financial documents for the IRS and States is completed and provide updates to the Board of Directors of such filings prior to the filing and when completed.
S/He/They may be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. S/He/They shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
S/He/They shall exercise all duties incident to the office of Treasurer. S/He/They shall complete assigned tasks as necessary.


The Board of Directors shall develop, implement and follow policies including, but not limited to, Anti-
Discrimination, Code of Ethics, Compensation, Conflict of Interest, Document Retention and Destruction,
Financial/Fiscal, Gift Acceptance, OFAC and Whistleblower.


The board of directors will assign permanent and ad hoc committees as needed for the organization.
The board shall provide duties and responsibilities to committees.
Any director/officer may attend committee meetings at any time.
The committee shall appoint a Chairperson and votes only apply to committee actions.
The committee provides written and/or oral reports during the Board of Directors’ quarterly regular meetings.
No votes or actions of the committee shall supersede the authority of the Board of Directors.


These bylaws may be adopted, amended, or repealed by 2/3 rd vote of the directors then in office. Such action
is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such
meeting, setting forth the proposed bylaw revisions with explanations, therefore, is given in accordance with
these bylaws.


The fiscal year for this Corporation/Organization shall end on December 31.