bylaws & constitution
Sustainable Youth Education Empowerment Program Bylaws
ARTICLE I
1.01 Name
The name of this organization shall be Sustainable Youth Education Empowerment Program. The business of the organization may be conducted as Sustainable Youth Education Empowerment Program.
ARTICLE II
PURPOSES AND POWERS
2.01 Purpose
Sustainable Youth Education Empowerment Program is a non-profit organization and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
The Sustainable Youth Education Empowerment Program was established to ensure that no youths are left behind without going to school and also to assist the less privileged youths with scholarships and uniforms to get them into school in Africa and the rest of the World.
Looking at Africa, and some places in the world, it faces a cruel dilemma, not knowing what to do with its broken educational system in most rural and urban areas. Sustainable Youth Education Empowerment Program has found kids and youths in the streets selling while they are supposed to be in school. Based on our survey conducted in Liberia, West Africa, a similar situation is across Africa and the world in the education system. In Liberia, West Africa, decades after the war, the educational system remains in chaos where kids or youths are out of school due to a lack of school fees and another cost that their parents cannot afford to pay for their schooling.
The program management team is planning to reach more kids across Africa to meet her goal by:
• Developing future leaders
• Youths Capacity building
• Enhancing the quality of education
• Creating a Healthy environment
• Creating awareness of Sexual and Gender-Based violence
To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.
At times, per the board of directors' discretion, we may provide internships or volunteer opportunities which shall provide opportunities for involvement in said activities and programs to have a greater impact on change.
2.02 Powers
The organization shall have the power, directly or indirectly, alone or in conjunction or partner with others, to do all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the program is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the organization may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation.
(a) Nonprofit Legal Status. Sustainable Youth Education Empowerment Program is a California non-profit public benefit organization, recognized as tax-exempt under Section 501(c)(3) of the United States Internal Revenue Code.
(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this program shall take any action or carry on any activity by or on behalf of the organization not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the organization shall inure to the benefit or be distributable to any director, officer, member, or other private people, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes outlined in the Articles of Incorporation and these Bylaws.
(c) Distribution Upon Dissolution. Upon termination or dissolution of the Sustainable Youth Education Empowerment Program, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving the corporation.
The organization to receive the assets of the Sustainable Youth Education Empowerment Program hereunder shall be selected at the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected under a verified petition in equity filed in a court of proper jurisdiction against the Sustainable Youth Education Empowerment Program. by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of California.
If the court shall find that this section is applicable but that there is no qualifying organization known to it that has a charitable purpose, which, at least generally, includes a purpose similar to the Sustainable Youth Education Empowerment Program, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of California to be added to the general fund.
ARTICLE III
MEMBERSHIP
3.01 No Membership Classes
The organization shall have no members who have any right to vote or title or interest in or to the organization, its properties, and franchises.
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, businesses, and other organizations that seek to support the mission of the program. The board, a designated committee of the board, or any duly elected officer by board policy, shall have the authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the board of directors, affiliates may be given endorsement, recognition, and media coverage at fundraising activities, clinics, other events, or at the corporation website. Affiliates have no voting rights and are not members of the corporation.
3.03 Dues
Any dues for affiliates shall be determined by the board of directors.
ARTICLE IV
BOARD OF DIRECTORS
4.01 Number of Directors
Sustainable Youth Education Empowerment Program shall have a board of directors consisting of at least 7 and no more than 11 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including staggering the terms of directors.
4.02 Powers
All Program powers shall be exercised by or under the authority of the board, in collaboration with the CEO and affairs of Sustainable Youth Education Empowerment Program; Shall be managed under the direction of the board, except as otherwise provided by law.
4.03 Terms
(a) All directors shall be elected to serve a one-year term; however, the term may be extended until a successor has been elected.
(b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
(c) Directors may serve terms in succession.
(d) The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until a successor has been elected.
4.04 Qualifications and Election of Directors
To be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
4.05 Vacancies
The Board of Directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by a two-thirds (?) vote of the board of directors and then in office, if:
(a) the director is absent and unexcused from two or more meetings of the board of directors in twelve months. The board chairman/chair lady is empowered to excuse directors from attendance for a reason deemed adequate by the board. The board chair shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice chair shall excuse the board chairman/chairlady. Or:
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is allowed to be heard at a meeting of the board.
4.07 Board of Directors Meetings.
(a) Regular Meetings. The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board. Board meetings shall be held upon four (4) days’ notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours' notice delivered personally or by telephone. Notice of meetings shall specify the place, day, and hour of the meeting. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the board chair, vice chair, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least 2 days’ notice to each director of the date, time, and place, but not the purpose, of the meeting.
4.08 Manner of Acting.
(a) Quorum. Most of the directors in office immediately before 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) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of most of the directors present at a meeting at which a quorum is present shall be the act of the board.
(C) Hung Board Decisions. On the occasion that directors of the board are unable to decide based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting using any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors 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 Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved by the board's Conflict of Interest policy and state law.
ARTICLE V
COMMITTEES
5.01 Committees
The Board of Directors may, by the resolution adopted by most of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
(a) take any final action on matters which also requires board members’ approval or approval of most of all members;
(b) fill vacancies on the board of directors of in any committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable,
(e) appoint any other committees of the board of directors or the members of these committees;
(f) expend corporate funds to support a nominee for director; or
(g) approve any transaction;
(I) to which the corporation is a party and one or more directors have a material financial interest; or
(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
5.2 Meetings and Action of Committees
Meetings and actions of the committees shall be governed by and held and taken by, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the organization records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
5.3 Informal Action by The Board of Directors
Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section, an e-mail transmission from an e-mail address on record constitutes a valid writing. This provision intends to allow the board of directors to use email to approve actions, if a quorum of board members gives consent.
ARTICLE VI
OFFICERS
6.01 Board Officers
The officers of the organization shall be a board chairman/chairlady, vice-board chairman/chairlady, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties outlined in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice president and such 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. One person may hold two or more board offices, but no board officer may act in more than one capacity where the turning action of two or more officers is required.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.
6.03 Resignation
Any officer may resign at any time by giving written notice to the organization and turn over every asset of the organization, if any. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice chair lady unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
6.04 Board Chairman/Chairlady
The board chairman/shall be the chief volunteer officer of the organization. The board chairman/chairlady shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.
6.05 Vice Board Chairman/Chairlady
In the absence or disability of the board chairman/chairlady, the ranking vice-board chairman/chairlady or vice-board chair designated by the board of directors shall perform the duties of the board chair. When so acting, the vice-board chair shall have all the powers of and be subject to all the restrictions upon the board chair. The vice-chair shall have such other powers and perform such other duties prescribed for them by the board of directors or the board chair. The vice-board chair shall normally accede to the office of the board chair upon the completion of the board chair's term of office.
6.06 Secretary
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. 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 by the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board chair. The secretary may appoint, with approval of the board, a director to assist in the performance of all or part of the duties of the secretary.
6.07 Treasurer
The treasurer shall be the lead director for oversight of the financial condition and affairs of the organization. The treasurer shall oversee and keep the board informed of the financial condition of the organization and audit or financial review results. In conjunction with other directors 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 organization, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board chair. The treasurer may appoint, with the approval of the board a qualified fiscal agent or member of the staff to assist in the performance of all or part of the duties of the treasurer.
6.08 Non-Director Officers
The board of directors may designate additional officer positions of the organization and may appoint and assign duties to other non-director officers of the corporation.
ARTICLE VII
CONTRACTS, CHECKS, LOANS
7.01 Contracts and Other Writings
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, grants, and other agreements of the organization shall be executed on its behalf by the treasurer or other persons to whom the organization has delegated authority to execute such documents by policies approved by the board.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the organization, shall be signed by such officer or officers, agent or agents, of the program and in such manner as shall from time to time be determined by resolution of the board.
7.03 Deposits
All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the board or a designated committee of the board may select.
7.04 Loans
No loans shall be contracted on behalf of the organization 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 VIII
MISCELLANEOUS
8.01 Books and Records
The organization 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 the board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the organization shall be from January 1 to December 31 of each year.
8.03 Conflict of Interest
The board shall adopt and periodically review a conflict of interest policy to protect the organization’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this organization shall be selected entirely on a nondiscriminatory basis concerning age, sex, race, religion, national origin, and sexual orientation. Sustainable Youth Education Empowerment Program does not discriminate based on race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
8.05 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of most of the board of directors then in office at a meeting of the Board, provided, however,
(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
(b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds (?) vote of a quorum of directors at a Board meeting.
(c) that all amendments be consistent with the Articles of Incorporation.
ARTICLE IX
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign, Sustainable Youth Education Empowerment Program shall stipulate how the funds will be used and shall require the recipient to provide the program with detailed records and financial proof of how the funds were utilized.
Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, Sustainable Youth Education Empowerment Program willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
Sustainable Youth Education Empowerment Program shall also comply with and put into practice the federal guidelines, suggestions, laws, and limitations, set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) regarding its foreign activities
ARTICLE X
DOCUMENT RETENTION POLICY
10.01 Purpose
The purpose of this document retention policy is to establish standards for document integrity, retention, and destruction and to promote the proper treatment of Sustainable Youth Education Empowerment Program records.
10.02 Policy
Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
From time to time, Sustainable Youth Education Empowerment Program may establish retention or destruction policies or schedules for specific categories of records to ensure legal compliance and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation-relevant materials litigation-relevant documents, and any other pertinent factors.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:
(i) printed in hard copy and kept in the appropriate file; or
(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
ARTICLE XI
Transparency and Accountability
Disclosure of Financial Information with The General Public
11.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, Sustainable Youth Education Empowerment Program practices and encourages transparency and accountability to the public. This policy will:
(a) indicate which documents and materials produced by the organization are presumptively open to staff and/or the public
(b) indicate which documents and materials produced by the organization are presumptively closed to staff and/or the public
(c) specify the procedures for altering the open/closed status of documents and materials litigation-relevant .
The details of this policy are as follow:
11.03 Means and Conditions of Disclosure
Sustainable Youth Education Empowerment Program shall make “Widely Available” the aforementioned documents on its internet website: www.syeep.org to be viewed and inspected by the general public.
(a) The documents shall be posted in a format that allows an individual using the Internet to access, download, view, and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
(b) The website shall inform readers that the document is available and provide instructions for downloading it.
(c) Sustainable Youth Education Empowerment Program shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
(d) Sustainable Youth Education Empowerment Program shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
11.05 Board
(a) All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.
(b) All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.
(c) All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.
11.06 Staff Records
(a) All staff records shall be available for consultation by the staff member concerned or by their legal representatives.
(b) No staff records shall be made available to any person outside the organization except the authorized governmental agencies.
(c) Within the organization, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that
(d) Staff records shall be made available to the board when requested.
11.07 Donor Records
(a) All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.
(b) No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
(c) Within the organization, 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.
ARTICLE XII
CODES OF ETHICS AND WHISTLEBLOWER POLICY
12.01 Purpose
Sustainable Youth Education Empowerment Program requires and encourages directors, officers, and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the organization must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Violations of the Youth Education Empowerment Program to adhere to all laws and regulations that apply to the organization and the purpose of this policy is to not support Violations of the program's goal of legal compliance. The support of all Sustainable Youth Education Empowerment Program staff is necessary to achieve compliance with various laws and regulations.
12.02 Reporting Violations of Sustainable
If any director, officer, staff, or employee reasonably believes that some policy, practice, or activity of the Sustainable Youth Education Empowerment Program violates the law, a written complaint must be filed by that person with the CEO or the board Chairman/Chairlady.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
12.04 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.05 Handling of Reported Violations
The board chair or vice chair shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staff, or employees and they shall have the opportunity to ask questions about the policy.
ARTICLE XIII
AMENDMENT OF ARTICLES OF INCORPORATION
13.01 Amendment
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above-stated Bylaws of the Sustainable Youth Education Empowerment Program were approved by the Sustainable Youth Education Empowerment Program board of directors on Wednesday, April 17, 2019, and constitute a complete copy of the Bylaws of the organization.
Signature: __________________________
General Secretary
Witness:
1.
2.
3.
Attested by: __________________________________
Alexander G. Kesselly – CEO/Founder
Approved by: _____________________________________
Board Chairman/Chairlady
syeep by-laws
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