Bylaws of Kabyles for Human Rights
ARTICLE I: NAME
The name of the NGO shall be “Kabyles for Human Rights” hereinafter referred to as KHR or the organization.
ARTICLE II: Mission Statement
KHR is a non-profit organizaton dedicated to the promotion and protection of human rights worldwide, and in particular those of the Kabyle people. It advocates for the rights and dignity of all individuals, combats discrimination and injustice. The organization will expose, report and take action to address violations of human rights, raise awareness among the public and provide support to victims. KHR advocates for policies and laws that uphold human rights standards globally. It pledges to work with individuals, organizations and governments and within the law to fulfill its stated mission.
ARTICLE III: OFFICES
Section 1. The principal office of the organization shall be in the city of Willow Grove, County of Montgomery, State of Pennsylvania. The organization may have such offices, either within or outside the state of Pennsylvania as the Board may determine or as the affairs of the organization may require from time to time.
Section 2. The Organization shall have and continuously maintain in the State of Pennsylvania a registered office, and a registered agent whose office is identical with such registered office, as required by the Pennsylvania Nonprofit Corporation Act. The registered office may be, but need not be identical with the principal office in the State of Pennsylvania, and the address of the registered office may be changed from time to time by the Board of Directors, and subject to the laws of Pennsylvania.
ARTICLE IV: GENERAL POWERS
Section 1. The organization shall have the power to own, accept, acquire, and dispose of real and personal property, and to obtain, invest, and retain and disburse funds, in advancing the mission statement stated in Article II above.
Section 2. The organization shall have the power to do any lawful acts or things reasonably necessary or desirable in carrying out the organization’s mission statement, and for protecting the lawful rights and interests of its members in connection therewith.
Section 3. KHR shall maintain a conflict-of-interest policy. Such a policy shall apply to any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest.
ARTICLE V: MEMBERS AND DUES
PART 1. GENERAL MEMBERSHIP
Section 1. Membership to the organization shall be individual and open to any person residing in the United States or abroad who supports its mission and objectives. Election to Membership is determined by the criteria determined by the Board of Directors. All decisions of the corporation regarding membership shall be made regardless of race, color, creed, sex, or national origin of the person wishing to become a member.
Section 2. Membership dues will be set by the Board of Directors (hereinafter “the Board”). Membership dues are set for annual membership and due at the beginning of each calendar year. A member in good standing shall be defined as having paid the designated membership dues. Membership dues are not refundable.
Section 3. Members shall have the right to participate in the activities of the organization, attend meetings, and vote on matters brought before the membership after membership dues are paid. The vote of each member shall be in person or by proxy duly signed by such member.
PART 2. TERMINATION OF MEMBERSHIP
Section 1. Membership shall terminate automatically when an individual ceases to pay dues, after being notified in writing.
Section 2. The Board, by an affirmative vote of two thirds (2/3) of all members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.
Section 3. Voluntary withdrawal is effective pursuant to a written notification to the Board.
ARTICLE VI: MEETINGS OF THE MEMBERSHIP
Section 1. An Annual Meeting of the members for any business as may come before the Meeting, and/ or for the purpose of electing the Board, shall be held at such date, time and place as may be fixed by the Board and specified in the notice of the Meeting.
Section 2. At the Annual Meeting, a report of the past year's activities shall be made by the President, and by such others as the Board may invite to report. The report shall include a financial statement by the Treasurer and a membership report by the Secretary.
Section 3. Special Meetings of the members may be called at any time and for any purpose by the President, or any other member of the Board. The request of such meeting must be made in writing.
ARTICLE VII: THE BOARD
Section 1. The affairs of the Organization shall be managed by its Board of Directors. The number of Directors shall be a minimum of five (5) or a larger odd number. Two thirds of the board will mean 4 out of 5 for a board of 5 members and 5 out of 7 for a board of 7 members, etc. The Directors shall be elected at the General Meeting of the Membership for a two-year term hereinafter referred to as Term, and if need be, an elected Director can serve for more than one term if reelected. Each Director elected shall hold office until his or her respective successor is duly elected and qualified.
Section 2. Except for the first Board, any voting member in good standing for at least two consecutive years shall be eligible to be a candidate for election to the Board of Directors. Members of the Board must remain members of the Organization in good standing throughout their Term of office or be subject to removal, as the Membership may determine, by a special meeting or by unanimous vote of the board members in good standing. The Directors need not be residing in the State of Pennsylvania.
Section 3. A regular Annual Meeting of the Board of Directors shall be held once a year. The annual meeting shall be called by the president.
Section 4. A Special Meeting of the Board of Directors may be called by or at the request of the President or any Board member anytime as required.
Section 5. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 6. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors by a selection among the membership of an individual who is unanimously accepted by all the board members remaining. Directorships to be filled by reason of an increase in the number of Directors shall be filled through elections during the Organization's General Meeting. A Director appointed to fill a vacancy shall serve for the unexpired Term of his or her predecessor in office.
Section 7. All Directors shall serve without salary for their services as Directors. From time to time, however, Directors may be reimbursed for expenses incurred on behalf of the Organization.
Section 8. The Board of Directors may accept, on behalf of the Organization, any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Organization. Such acceptance needs to be recorded and its value assessed by the treasurer and listed in the list of assets kept by the treasurer.
ARTICLE VIII: OFFICERS
Section 1. The Officers of the Organization shall be a President, a Vice-President, a Secretary, and a Treasurer, and such officers as may be elected or appointed in accordance with the provisions of this article.
Section 2. An Officer may be removed from office by the Board of Directors whenever in its judgment the best interests of the Organization would be served thereby. Such removal may occur only after said officer had been given the opportunity to defend himself/herself. Said removal shall be subject to the approval by a two-third majority of the Board.
Section 3. The President shall be elected at the General Meeting by the membership for one Term, the other officers shall be appointed by the President subject to approval by the Board of Directors as may be necessary from time to time.
Section 4. The President shall be the principal executive Officer. The President is a member of the Board of Directors. The president shall have the power to initiate a review of KHR’s Bylaws and shall review all official documents. The President shall enforce the Bylaws and delegate authority when appropriate, thereby expediting timely decisions and adherence to the Bylaws. The President shall preside all the general meetings and Board meetings. He/she shall have the power to disburse KHR’s funds not exceeding the limit set by the Board. All payments shall be supported by receipt, vouchers, invoices and other memoranda as appropriate. If the disbursements do exceed said sum, then the President must obtain an authorization from the majority of the Board. The president shall develop a program plan for his Term in office. Such a plan shall be submitted to the Board and is subject to approval by its majority. He/she shall be the KHR spokesperson at outside events or meetings. The President shall have the power to delegate responsibilities and shall provide support toward the execution of said responsibilities. The President shall have the power to call for regular committee reports and to appoint special committees as necessary. The President shall submit semi-annual and annual committee reports or at the request of the Board of Directors. The President shall prepare her/his successor for office, perform all duties incident to the Office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. The president shall select his/her VP to assist him in running the organization, subject to the approval by the Board of Directors. In the event the VP resigns or is unable to perform his/her duties, the President shall designate a member of KHR to replace him/her.
Section 6. The Vice President shall enforce these Bylaws and maintain a list of all standing and special committees. He/she shall chair the Public Relations Committee. Her/his responsibilities shall include the tracking of outside activities meeting KHR’s goals. He/she shall keep a record of all committees’ activities. The Vice President shall develop an orientation program for committee chairs. The Vice President shall prepare her/his successor for office and perform such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.
Section 7. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall fulfill the role and duties of president on an interim basis and when so acting, he/she shall have all the powers of and be subject to all the restrictions upon the President. Said assumption of office shall be reviewed by the general Membership when deemed necessary.
Section 8. The Treasurer shall have charge and custody of and be responsible for all monies, bank accounts, and other assets of KHR. The Treasurer shall maintain, in the name of KHR, a bank account as designated by the Board of Directors. The Treasurer shall make disbursements as authorized by the Board and shall receive and give receipts for monies due and payable to the Organization from any source whatsoever, and deposit all such monies in the name of the Organization in such bank.
In that capacity he/she shall notify each member in writing of dues payable and collect all payable dues and fees. He/she shall prepare the annual report for the members when requested for scheduled Board meetings. The Treasurer shall maintain complete records of all receipts and disbursements of funds and shall prepare, at the direction of the Board, a financial report as deemed necessary.
The Treasurer shall be responsible for ensuring that the organization’s official financial reports are processed and audited yearly. He/she shall be responsible for tax filings, registrations with local municipalities, and or annual reports to the department of state. He/she shall enforce the organization’s Bylaws.
Section 9. The Secretary shall be responsible for conducting all correspondence related to the business of KHR other than financial. The Secretary shall make notifications of all special Meetings to members and invitees as appropriate. He/she shall notify Board members of Board meetings and attend Board meetings. He/she shall keep the minutes of all Board and Membership Meetings. He/she reports said minutes to the membership not later than a week after such a Meeting takes place.
The Secretary shall be custodian of the corporate records and of the seal of the Organization and see that the seal of the Organization is affixed to all documents, the execution of which on behalf of the Organization under its seal is duly authorized in accordance with the provisions of these Bylaws. He/she or the President, shall, at the beginning of each Term or as appropriate, provide the bank with new signature cards, which shall include the Treasurer’s signature. The secretary shall keep a register of the post office address and phone number of each member which shall be furnished to the Secretary by such member. He/she shall prepare the annual membership reports. He/she shall keep available Bylaws and Brochures and send membership packages to prospective members. The Secretary shall enforce the Bylaws and, in general, perform all duties incident to the Office of the Secretary and such other duties as from time to time may be assigned to her/him by the President or the Board. The Secretary shall prepare her/his successor for office.
ARTICLE IX: REPRESENTATION OF KHR
Section 1. No member shall use the KHR name or represent himself or herself in an official capacity without the prior approval of the Board of Directors.
Section 2. Any member representing KHR in an official capacity in other activities not sponsored by the Organization shall be responsible for informing the Board of Directors of their transactions in writing within two weeks.
Section 3. No Officer or member of KHR shall accept an award or gift on behalf of the Organization without approval or notice to the Board of Directors.
ARTICLE X: ALLOCATION OF FUNDS
Section 1. KHR shall use its funds to accomplish the mission and objectives, and the remaining monies, if any, shall be moved to the general fund.
ARTICLE XI: AMENDMENTS
Section 1. These Bylaws may be amended, altered, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members. Any amendment, alteration, addition to, or repeal of these Bylaws shall be proposed in writing, signed and submitted for review by the Board of Directors. After receipt, the Board of Directors shall then have thirty (30) calendar days to inform the General Membership of the proposed amendment, alteration, change, addition to, or repeal of these Bylaws and allow a maximum of thirty (30) calendar days for the Membership to cast its vote.
ARTICLE XII: DISSOLUTION
Section 1. The Organization may be dissolved by a two-third majority of the Membership at a special meeting called for that purpose. All real assets and remaining monies shall be donated to any active organization within the United States or abroad with similar or close objectives as in Article II and the said donation shall be approved by a two-third majority of the Membership.
ARTICLE XIII: APPROVAL OF ARTICLES
Section 1. These Articles shall become binding and effective when they are duly approved by the majority of the members.
These bylaws have been approved by the membership at the April 28th, 2024 virtual meeting.
KHR's Board of Directors