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Bylaw

MEMORANDUM OF ASSOCIATION
FORUM FOR NATIONAL DIALOGUE (FND)

ARTICLE I
FORUM FOR NATIONAL DIALOGUE

1.01 Name of Association

The name of this Association shall be Forum for National Dialogue (hereinafter referred as FND). The business of the Association may be conducted as Forum for National Dialogue (FND).

ARTICLE II
PURPOSES AND POWERS

2.01 Purpose

The Forum for National Dialogue (FND) works to create and support a broad platform for Eritreans to discuss their conditions and that of their country, and find common ground for positive engagement to bring democratic change. The development of common understanding and objectives would help ignite a broad-based political movement where Eritrean citizens can make a collective claim to their sovereignty, with a democratic form of government by mobilizing themselves and strengthening all pro-democracy civic and political organizations inside and outside the country.

The objectives of FND are:

• To create a platform for broad-based dialogue to develop a common understanding, objective and ground for positive action;
• To engage, support and empower Eritreans, inside and outside the country, to press for democratic change by uniting and organizing themselves to claim their inalienable rights;
• To advocate for a smooth transition towards democratic Eritrea; a nation that upholds the rule of law and protects the social, economic and political rights of all its citizens;
• To develop and implement initiatives and projects to advance the cause of democracy, rule of law and human rights by eradicating tyranny and protecting Eritrea’s sovereignty and territorial integrity in accordance with international law and established norms and protocols;

2.02 Powers

The Association shall have the power, directly or indirectly, alone or in cooperation with others, to do, develop and implement initiatives which may be necessary or convenient to advance its stated purposes, for which the Association is founded, and to aid or assist other Eritrean Associations or persons whose activities further accomplish, foster, or attain such purposes.

2.03 Nonprofit Status and Exempt Activities Limitation.

a. Nonprofit Legal Status. The Forum for National Dialogue is a non-profit public benefit Association.

b. Exempt Activities Limitation. Notwithstanding any other provision of this Bylaw, no director, officer, employee, or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by the Association.

c. Distribution upon Dissolution. Upon the termination or dissolution of the Association, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying association which shares similar missions, selected by the board.

2.04 Books and Records

a. The Association shall keep correct books and records of accounts and minutes of the proceedings of the meeting of its Board members or its principal Officers. All books and records of the Association may be inspected by the Board of Directors or external auditors that the Board appoints, at reasonable times.
b. The Treasurer shall present to the Board of Directors a statement of income and expenditure every six months.
c. The Board of Directors shall approve all financial allocations and expenditure.
d. The Association's sources of revenue shall be:
• Gifts and donations
• Contribution from Associations
• Grants any other lawful contribution or aid from affiliates and supporters or other lawful sources.
e. The Fiscal year of the Association shall start on the 1st day of January and end on the 31st day of December each year.

ARTICLE III
MEMBERSHIP

3.01 No Membership Classes

The Association shall have no members who have any right to vote or title or interest in or to the Association, its properties and franchises other than members of the Board of Directors.

3.02 Non-Voting Affiliates

The Board of Directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliates may be individuals, activists, and other organizations that support the mission of the Association. The Board, a designated committee of the Board, or any duly elected officer in accordance with Board policy and approval of the Board, shall have authority to admit any individual or Association as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.

ARTICLE IV
BOARD OF DIRECTORS

4.01 Number of Board members

The Forum for National Dialogue shall have a Board of Directors consisting of at least 15 and no more than 25 members. Within these limits, the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of Directors. The Board of Directors shall have a President whose duties are stipulated in the following sub-articles.

4.02 Powers

The Board of Directors

All Association powers shall be exercised by or under the authority of the Board of Directors and the affairs of the Forum for National Dialogue shall be managed under the direction of the Board.
• The Board of Directors through their good name, experience and wisdom shall work diligently to ensure the financial sustainability of the Association and its initiatives;
• The Board sets policies that guide the Association’s works and makes sure that the Association's policies are carried out;
• The Board approves the strategic plans of FND and monitors their implementation;
• The Board approves the budget of FND;
• The Board is legally responsible for all the actions of the organization;
• The Board elects the Executive Committee of FND; and
• The Board shall form internal committees as it deems it necessary.
• The Board of Directors may also appoint additional other officers as it deems expedient for the proper conduct of the business of the organization, each of whom shall have such authority and shall perform such duties as the board of directors may determine.

The Executive Committee
The Executive Committee of FND is responsible for executing the plans and programs of FND approved by the Board. It runs the day to day operations of FND, represents the Association externally and enters into contracts on behalf of the Association through its designated members.

4.03 President of the Board

President of the Board
• Shall be chosen by majority votes of the Board of Directors in a regular meeting upon a nomination by any Board member present in the meeting.
• Shall be the chief presiding Board member of the Association at all regular meetings of the Board of Directors.
• Shall ensure the meetings of the Board are in accordance to this bylaw. Moreover, the President of the Board shall preside meetings and the process of choosing the Executive Committee/Officers.
• Shall perform the duties with highest diligence, integrity and effectiveness as set forth in these Bylaws or by a resolution or meeting procedure set forth by the Board of Directors.
• Can also have an additional role of chairing one of the three committees in the Executive Committee if deemed necessary by the Board of Directors.

4.04 Terms

All Directors shall be nominated and appointed by the majority votes of the serving Board of Directors to serve for a three-year term;

In the first inaugural term the Board shall extend the term of office for, at least, half of the members for no longer than a year to ensure continuity is ensured and institutional memory is maintained.

4.05 Vacancies

A simple majority of Board members (50+) may fill vacancies due to resignation, death, or removal of a Board member, or may appoint new Board members to fill a previously unfilled position, subject to the maximum number of Board members under this Bylaw.

4.06 Removal of Board members

A Member of the Board may be removed by two-thirds (⅔) vote of the Board of Directors then in office, if or when:

(a) The member is absent, without proper excuse, from two or more meetings of the Board of Directors in a two-year period. The President of the Board is empowered to excuse directors from attendance for reasons deemed adequate by the President of the Board. The President of the Board shall not have the power to excuse himself/herself from Board meetings; in the case of the President of the Board’s absence, Chief Executive Officer or the Vice Chief Executive Officer or in the absence of both, the secretary shall act as the presiding officer.
(b) For cause or no cause, if before any meeting of the Board at which a vote on removal will be made the member in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.
(c) The Board member is engaged in matters or activities which endanger the well-being of the Association as determined by Board a 2/3 of the members.
(d) The member has become an impediment to the work of the board, has conflict of interest, shows unethical behavior or acts in a way that contradicts the mission and vision of this association as enshrined in this bylaw.

4.07 Board of Directors Meetings.

(a) Regular Meetings.

The Board of Directors shall have a minimum of two (2) regular meetings each calendar year at times and places fixed by the Board. Board meetings shall be held upon seven days notice by email, texting or facsimile transmission or delivered personally or by telephone. If sent by facsimile transmission, or electronic mail or texting, the notice shall be deemed to be delivered upon its deposit in the transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The President of the Board of the Board is responsible for calling Board meetings, but the Secretary may also call for an ordinary meeting when instructed by the President of the Board or Chief Executive Officer.
(b) Special Meetings.

Special meetings of the Board may be called by the President, or Chief Executive Officer, or 2/3 of the Executive Committee, or any other Directors of the Board of Directors who constitute more than half of the Board. A special meeting, if not urgent, must be preceded by at least (2) weeks’ notice to each member of the date, time, place, and purpose of the meeting, but if it is urgent and time is of the essence, the President and the Chief Executive Office, or the President or the Chief Executive Officer and 2/3 of the Executive Committee must agree first and inform all members through emails, texting and then follow up with phones calls to ensure that all members are duly notified.

(c) Executive Committee meeting.

The Executive Committee shall meet every two weeks. If there is a need for more meetings as determined by the Chief Executive Officer or 2/3 of the Executive Committee, members should be notified through the use of electronic means of communication such as telephone, Skype or any other available means of communication. The Executive Committee shall conduct regular face to face meeting every 3 months (4 times a year) provided financially feasible. The two-regular face to face meetings of the Executive Committee shall take place a day before the face-to-face meetings of the board and two regular face to face meeting of the Executive Committee shall be on its own. Extraordinary meetings may be called by the Chief Executive Officer or 2/3 of the Executive Committee.

4.08 Manner of Acting.

(a) Quorum. A majority (50+) of the Board of Directors in office at the time of a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present.
(b) If there is a failure to achieve quorum, the president or his/her designee entertains a motion to adjourn the meeting to a later date. The date should not be less than 5 days and not more than 30 days from the date of adjournment. If there is a failure to achieve quorum in two consecutive adjournments, then, the meetings shall proceed with the present members and it shall have the same legitimacy as a full forum.
(c) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority (50+) of the Board members present at a meeting at which a quorum is present shall be the act of the Board.
(d) Hung Board Decisions. On the occasion that Board members are unable to make a decision based on a tied number of votes, the President of the Board shall have the power to swing the vote based on his/her discretion.
(e) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaw, Board members may participate in a regular or special meeting through the use of any means of communication by which all members participating may simultaneously hear each other during the meeting, including in person, internet video or telephonic conference call.

4.09 Compensation for Board Service

Board members shall receive no compensation for carrying out their duties. The Board may adopt policies providing for reasonable reimbursement of members for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend board meetings.

4.10 Compensation for Professional Services by Board members

Board members are not restricted from being remunerated for professional services provided to the Association. Such remuneration shall be reasonable and fair to the Association and must be reviewed and approved in accordance with the board Conflict of Interest policy and other relevant laws.

ARTICLE V
OFFICERS

5.01 Executive Committee/Officers

(a) The Executive Committee/Officers of the Association shall have Seven Executive Officers who are Board members and all of whom shall be chosen by majority of the Board, and serve at the pleasure of, the Board of Directors.
(b) The Executive Officers of the Association shall be a Chief Executive Officer, The Vice Chief Executive Officer, Secretary, Treasurer, and Three Committee Chairs.
(c) Each Executive Board Officer shall have the authority and shall perform the duties set forth in these Bylaws or by a resolution of the board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers.
(d) The Executive Officers shall be responsible for carrying out the day-to-day management of the affairs of the Association, and implementing its policies and decisions.
(e) The Executive Officers shall devise their own regulations and procedures and submit it to the board of directors for approval. Each committee and sub-committee shall do likewise.

5.02 Election and Term of Executive Committee/Officers

Each Executive Committee/Officer shall be chosen by the Board of Directors upon the nomination by any Board member in the meeting or a Board member nominating her/himself as a candidate to serve as a member of the Executive Committee. Each Executive Committee/Officer shall serve a three-year term of office and will not serve more than two (2) terms of office.

5.03 Removal and Resignation

The Board of Directors may by a 2/3 majority of votes remove an officer. Any officer may resign at any time by giving written notice with not less than 30 days to the Association without prejudice to the rights, if any, of the Association under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice.

5.04 Chief Executive Officer

The Chief Executive Officer shall lead the Executive Officers/Executive Committee in performing their duties and responsibilities, including, if present, presiding at all meetings of the Executive Office, and shall perform all other duties incident to the office or properly required by the Board of Directors.

The Chief Executive Officer shall be chosen by majority votes of the Board of Directors in a regular meeting upon a nomination by any Board member present in the meeting.

The Chief Executive Officer shall assign the members of the Executive Committee to their respective offices

5.05 The Vice Chief Executive Officer

(a) In the absence or inability of the Chief Executive Officer, the ranking Vice Chief Executive Officer by the approval of the Board of Directors shall perform the duties of the Chief Executive Officer.
(b) When so acting, the Vice Chief Executive Officer shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.
(c) The Vice Chief Executive Officer shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the President of the Board.
(d) The Vice Chief Executive Officer shall normally accede to the office of Chief Executive Officer upon the completion of the Chief Executive Officer’s term of office.

5.06 Secretary

(a) The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of Board members.
(b) The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and this Bylaw.
(c) The Secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaw.
(d) The secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.
(e) The Secretary may appoint, with approval of the Board, a Board member to assist in performance of all or part of the duties of the Secretary.

5.07 Treasurer

(a) The Treasurer shall be the lead person for the management and oversight of the financial condition and affairs of the Association in accordance of an established accounting standard.
(b) The Treasurer shall oversee and keep the Finance and Administration Committee of the Board informed of the financial condition of the Association and of audit or financial review results.
(c) In conjunction with other members or officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Association, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors.
(d) The Treasurer shall perform all duties properly required by the Board of Directors or the Board Chief Executive Officer.
(e) The treasurer may appoint, with approval of the Board a qualified accounting expert(s) or member of the staff to assist in performance of all or part of the duties of the Treasurer.

5.08 Committee Chair of Media and Public Relations (Chair of MPR)

(a) The Committee Chair of Media and Public Relations shall be a person to coordinate and oversee its operations and provide the Board of Directors and the public with timely and relevant information.
(b) The Committee Chair shall aspire to the highest standards of professional ethics and ensure any broadcasting or publications are accurate, inspiring and compliant with the purpose of FND.
(c) The Chair of MPR shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

5.09 Committee Chair of Dialogue, Diplomacy and Advocacy

(a) Shall be a person responsible for all diplomatic activities, the mobilization of the Eritrean people and the collaboration among the organized Eritrean democratic forces for democratic change.
(b) Shall work to develop and strengthen the links and collaboration between the resistance forces inside Eritrea and the Diaspora.
(c) Shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Office

5.10 Committee Chair of Research and Strategic Studies (Chair of RSS)

(a) Shall be responsible to provide with research based strategic policy studies that are relevant to the objectives of FND.
(b) To develop and recommend initiatives and projects that advance the cause of democracy, rule of law and human rights.
(c) Shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

5.11 Executive officers without portfolio

The Officers without Portfolio shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Chief Executive Officer.

5.12 Non-Board Member Officers

The Board of Directors may designate additional officer positions of the Association and may appoint and assign duties to other non-Board member officers of the Association.

ARTICLE VI
CONTRACTS, CHECKS, LOANS,
INDEMNIFICATION AND RELATED MATTERS

6.01 Contracts and other Writings

Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Association shall be executed on its behalf by the treasurer or other persons to whom the Association has delegated authority to execute such documents in accordance with policies approved by the Board.

6.02 Checks, Drafts

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

6.03 Deposits

All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depository as the Board or a designated committee of the Board may select.

6.04 Loans

No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.

ARTICLE VII
MISCELLANEOUS

7.01 Books and Records

The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by committees of the Board. In addition, the Association shall keep a copy of the Association’s Articles of Bylaw as amended to date.

7.02 Fiscal Year

The fiscal year of the Association shall be from January 1 to December 31 of each year.

7.03 Bylaw Amendment

This Bylaw may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors then in office at a meeting of the Board, provided, however:

(a) That no amendment shall be made to this Bylaw which would cause the Association to cease to qualify as an exempt Association;

(b) That an amendment does not affect the voting rights of Board members. An amendment that does affect the voting rights of Board members further requires ratification by a two-thirds (⅔) vote of a quorum of Board members at a Board meeting.

(c) The Association may discontinue its operation or legal existence, settle its overall affairs, and voluntarily dissolve upon the affirmative vote of not less than two-third (2/3) of the Board of Directors at any Regular or Special meeting duly called and convened.

(d) That all amendments be consistent with the appropriate laws of the land.

ARTICLE VIII
Transparency and Accountability

8.01 Purpose
FND is committed to run its business by keeping accurate information of its mission, activities, finances, and governance. Moreover, FND practices and encourages transparency and accountability in line to its bylaw and any other pertinent rules and regulation that may be introduced by the Board of Directors.

8.02 Financial documents
Forum for National Dialogue shall keep its financial documents, Bylaw, conflict of interest policy, and financial statements to the Board of Directors and the relevant documents to the donors.

8.04 Donor Records

(a) All donor records shall be available for consultation by the donors concerned or by their legal representatives.
(b) No donor records shall be made available to any other person outside the Association except the authorized governmental agencies.
(c) Within the Association, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that;
(d) Donor records shall be made available to the Board when requested.

CERTIFICATE OF ADOPTION OF BYLAWS

I, Dr. Assefaw Tekeste, the President of the Board of the Association, do hereby certify that the above stated Bylaw of Forum for National Dialogue were approved by the Forum for National Dialogue Board of Directors on October 22, 2017 and constitute a complete copy of the Bylaw of the Association.