ARTICLE I — NAME AND PURPOSE

Section 1: Name:  

The name of the organization shall be Engineer Africa. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.

Section 2: Purpose:  

Engineer Africa (EA) is organized exclusively for charitable, scientific and education purposes.  

The purpose of this corporation is:

• To support and connect members of the African diaspora who are engineers and business people with similar members of various African countries who want to collaborate on ways to engineer a brighter future for Africa;

• To provide online and in-person ways to connect and collaborate on solving various problems that are inhibiting economic growth in Africa;

• To increase public awareness of various opportunities for economic development in Africa; and

• To conduct non-partisan research, education and informational activities to promote collaboration to solve vexing problems facing various African countries.

ARTICLE II — MEMBERSHIP

Section 1: Membership: 

Membership shall consist of the board of directors for the initial launch of the organization through the end of the first fiscal year 2020. The board may decide to create a membership program during the initial launch period of the organization; the bylaws will be changed accordingly.

ARTICLE III — BOARD OF DIRECTORS

Section 1: Initial Board Role, Size and Compensation: 

The board is responsible for overall policy and direction of the organization, and delegates responsibility of day-to-day operations to the staff and committees. The initial board, through the end of the first fiscal year, shall have up to 18 members, but not fewer than 3. The board receives no compensation other than reimbursement for reasonable and documented expenses. 

Section 2: Terms: 

All board members shall have three-year terms, and are eligible for re-election for up to three consecutive terms. Directors can then take a year off and be re-elected for up to another three consecutive terms.

Section 3: Meetings and Notice: 

The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written/email notice at least three weeks in advance. 

Section 4: Board Elections — After First Fiscal Year: 

During the last quarter of the fiscal year of the corporation, the board shall elect directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

Section 5: Election Procedures: 

New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Section 6: Quorum: 

A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass.

Section 7:  Officers and Duties — Through the end of the First Fiscal Year 2020: 

There shall be three officers of the board, consisting of a chair/president, a secretary and a treasurer.

• The chair/president shall convene regularly scheduled board meetings or arrange for other members of the Executive Committee to preside at each meeting in the following order: secretary, treasurer.

• The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

• The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the annual budget, help develop fundraising plans, and make financial information available to board members and the public and ensure that appropriate financial records are maintained.

Section 8: Vacancies:  

When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members three weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.

Section 9: Resignation, Termination and Absences:

Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a two-thirds (for the first fiscal year) or a three-fourths vote of the remaining directors. 

Section 10: Special Meetings: 

Special meetings of the board shall be called upon at the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least three weeks in advance.

Section 11: Remote Communications for Meetings:  

Any meeting of directors may be conducted solely by one or more means of remote communication through which all directors may participate in the meeting, if notice of the meeting is given as described in Section 3 and if the number participating is sufficient to constitute a quorum as described in Section 6. Remote communication includes but is not limited to telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.

Section 12: Action Without A Meeting: 

Upon initiative of the board chair or Executive Committee, an action that may be taken at a regular or special meeting may be taken without a meeting if the secretary mails or electronically delivers a ballot to every director entitled to vote on the action. The ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting.

ARTICLE VI — COMMITTEES

Section 1: Committee Formation: 

The board may also create ad hoc committees as needed, such as fundraising, marketing/public relations, education, programming, etc. The board chair appoints all committee chairs. All committee chairs must be a board director. Community members who are not a board director may serve on ad hoc committees.

Section 2: Executive Committee: 

The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board. A quorum of the Executive Committee shall be 2/3 of the officers — for the first fiscal year of operation. 

Section 3: Finance Committee:

The Treasurer is the chair of the Finance Committee, which should include at least two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.

ARTICLE V — EXECUTIVE DIRECTOR AND STAFF

Section 1: Executive Director — During the First Fiscal Year 2020:

During the first year of operation, the Founder of Engineer Africa will serve as non-paid executive director as well as a board director.

Section 2: Executive Director — Beginning in FY 21:

The executive director is hired by the board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.

ARTICLE VI — REVISIONS AND AMENDMENTS

Section 1: Revisions:

These bylaws will be completely revised before the start of Fiscal Year 2021 by a two-thirds majority of the full board of directors.

Section 2: Amendments:

These bylaws may be amended when necessary by a two-thirds majority of the full board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.