1. GENERAL
  2. ORGANIZATION
  3. MEMBERS
  4. ADOPTING, AMENDING AND DISSOLVING THE BYLAWS
  5. BOARD OF DIRECTORS
  6. EXECUTIVE COMMITTEE
  7. BOARD OF ADVISORS
  8. FINANCIAL MATTERS

ARTICLE 1 GENERAL

Section 1.1 NAME 


The name of this organization shall be the Friends of Kyrgyzstan (FOKGZ).

Section 1.2 STATEMENT OF INTENT 


The purpose of these bylaws is to specify operation, management, and continuity of the Friends of Kyrgyzstan (FOKGZ) such that the interests of the membership will be fairly represented and efficiently served.

Section 1.3 STATEMENT OF PURPOSE 
The purposes of the Friends of Kyrgyzstan are to:

  • Facilitate communication between members of the Friends of Kyrgyzstan and promote exchange of information relevant to the organization’s objectives.
  • Respond to requests (or need) for information about Kyrgyzstan.
  • Facilitate the sharing and exchange of ideas, activities, materials, resources and expertise between members and other interested parties.
  • Promote interest in Kyrgyzstan and Central Asia
  • Represent the Peace Corps experience and to support the continual learning of members in areas related to the culture, country and development of Kyrgyzstan
  • Promote and facilitate projects members undertake in accordance with the objectives of the group.

ARTICLE 2 ORGANIZATION

Section 2.1 COMPONENTS

The organization of the Friends of Kyrgyzstan will consist of a membership, an Executive Committee, a Board of Directors, and a Board of Advisors. The membership will consist of individual members and local groups.

Section 2.2 OFFICERS AND DIRECTORS 


The Executive Committee will consist of national officers responsible for the operations of the national organization (i.e., maintaining membership records, keeping track of finances, coordination projects and committees). The Executive Committee shall call upon the Board of Directors to decide issues of policy and budgeting that are of interest to the national membership. The Board of Directors will consist of the Executive Committee plus three Directors representing regions of America, ideally a Pacific, Mountain & Central, and East Coast representative. These three Directors will be available to consult on national issues and have a prerogative to bring issues of regional interest to the attention of the Executive Committee. Finally, the Kyrgyz Director will serve as a liaison between the Kyrgyz people, local projects, and the Friends of Kyrgyzstan. This position could be filled by, but not limited to, a representative from the Kyrgyz embassy in America, a Peace Corps Kyrgyzstan staff member, or another interested party. All members of the Executive Committee or the Board of Directors, except the Kyrgyz Director, must have membership in the National Peace Corps Association.

Section 2.3 ADVISORS 


The Board of Advisors shall consist of an adhoc group of interested individuals serving as a resource for specific skills or knowledge, advice and counsel for the Board of Directors and Executive Committee. 


ARTICLE 3 MEMBERS

Section 3.1 MEMBERS 


The Friends of Kyrgyzstan shall have as members any person who, during a membership year, makes a financial contribution to FOKGZ towards membership dues for that membership year directly or through the National Peace Corps Association. Each member shall have one vote in all elections and votes taken of the membership during that membership year. Each member in good standing shall receive the Friends of Kyrgyzstan newsletter as a compliment of membership.

Section 3.2 DUES 


The annual membership dues shall be determined by the Board of Directors. For the purpose of dues, a membership year shall start in January and extend until the end of December of the same year.

Section 3.3 VOTING 


All members in good standing shall be notified by e-mail about votes of the general membership. Votes by at least 50 percent of all members in good standing or by signed proxy shall constitute a majority vote. Proxy votes can be assigned in writing to a member of the Board of Directors. Votes not otherwise specified in these bylaws may be determined by the Board of Directors to require less than a majority decision by the general membership. 


ARTICLE 4 ADOPTION, AMENDING, AND DISSOLVING THE BYLAWS

Section 4.1 RATIFICATION 


These bylaws shall be considered ratified and official upon affirmative written vote by the majority of members of the Friends of Kyrgyzstan.

Section 4.2 AMENDMENT 


Amendments to these bylaws, if approved unanimously by the Board of Directors, shall be ratified by the general membership through email ballot. A simple majority of the votes cast, and a minimum of 25% of the membership casting ballots, are required for approval. If a proposed amendment does not have the unanimous approval of the Board of Directors, ratification by email ballot of the general membership requires the participation of 50% of the members and a simple majority of those voting. Amendments to the Bylaws of the Friends of Kyrgyzstan may be proposed by any member of the Friends of Kyrgyzstan. Any proposed amendment will be put to a vote of the general membership if it is seconded by at least two members of the Board of Directors or endorsed by a petition signed or emailed by 15 percent of the current membership. Such proposed amendments shall require the Board to conduct a vote by e-mail ballot to all current members within three months following the second or receipt of petition. A vote for the dissolution of the Friends of Kyrgyzstan must be ratified by a written affirmative vote by the majority of the membership. 


ARTICLE 5 BOARD OF DIRECTORS

Section 5.1 BOARD OF DIRECTORS 


There shall be nine members of the Board of Directors consisting of the five members of the executive committee, the three Regional Directors, and the Kyrgyz Director. The members of the Friends of Kyrgyzstan will elect the Board of Directors for a period of two years with the option to continue on for at least two more terms for a maximum of six years. In addition to Kyrgyz RPCVs possible sources for Board members are current Peace Corps volunteers in Kyrgyzstan, staff of the Kyrgyz embassy, academic or business leaders involved with Central Asia. The Board of Directors shall decide all issues relating to national policy and the budget for the Friends of Kyrgyzstan.

Section 5.2 ELECTION AND TERM OF OFFICE OF MEMBERS 


Elections of the Executive Committee of the Friends of Kyrgyzstan shall take place once a year. Directors including the officers of the Executive Committee shall be elected for a term of two years and can be re-elected to office in subsequent years. In the initial election, the NPCA/Peace Corps Liaison and Secretary/Newsletter Editor/Newsletter Editor will be elected for a term of one year. Nominations to the Board and the Committee shall be solicited by mail from all members of the Friends of Kyrgyzstan at least 30 days prior to a general election by the membership. All Directors must be current members of the Friends of Kyrgyzstan. If a sufficient number of Candidates are not nominated, the Executive Committee shall appoint a nominating committee to solicit additional candidates. It is the responsibility of the outgoing Executive Committee to present the membership with qualified candidates for the national officers, three regional directors, and the Kyrgyz Director of the Friends of Kyrgyzstan. The ballot to the general membership shall include all qualified nominees and write-ins. Members shall be given the choice to approve or not approve uncontested candidates. Uncontested candidates must be approved by a majority of the vote or the Executive Committee shall present new candidates to the membership for election. Should the Executive Committee fail to present acceptable candidates to the membership, and member of the FOKGZ may call upon the Board of Advisors to step in. The candidates receiving the most votes returned by mail or by proxy shall be elected. The newly-elected Board of Directors shall take office on October 1.

Section 5.3 VACANCIES 


Any vacancy on the Board of Directors are filled by a vote of a majority of the remaining Directors, until the annual election, though the remaining Directors constitutes less than a quorum of the Board.

Section 5.4 MEETINGS 


All meetings of the Board of Directors are open to the members of the Friends of Kyrgyzstan. Directors may elect to reach consensus on issues over the phone or by email without actually meeting. The Board of Directors may, therefore, take action without meeting if all Directors ratify documentation of their decision in writing or by email. All meetings, email, and phone conversations for the purpose of deciding issues for the general membership shall be recorded in minutes of Board of Directors notes. This documentation shall be mailed to the Directors for sign-off subsequent to deciding on action. Such actions will be made public to the general membership. A majority of the Board of Directors shall constitute a quorum. Only members of the Board may second motions or vote on matters being considered by the Board.

ARTICLE 6 EXECUTIVE COMMITTEE

Section 6.1 OFFICERS 


The daily business and affairs of the Friends of Kyrgyzstan shall be under the direction and supervision of the Executive Committee who shall exercise all powers in the direction of FOKGZ activities not reserved by these bylaws to be exercised by the Board of Directors or the membership., The Executive committee shall consist of a President, a NPCA/Peace Corps Liaison, a treasurer, webmaster, and a Secretary/Newsletter Editor.

Section 6.2 PRESIDENT 


The President shall preside at the meetings of the Board of Directors and the Executive Committee and shall have general and active management of the business of Friends of Kyrgyzstan and shall see that all orders and resolutions of the members of FOKGZ and of the Board of Directors are carried into effect. She/he shall, subject to the approval of the Board of Directors, appoint the chairs of all committees, including the editor of the Friends of Kyrgyzstan newsletter, the Membership Secretary/Newsletter Editor, and the webmaster, and shall serve as ex-officio member of all committees.

Section 6.3 NPCA/PEACE CORPS LIAISON 


The NPCA/Peace Corps Liaison will coordinate the relationship between the National Peace Corps Association and the Peace Corps. These duties will involve but not be limited to communicating with NPCA, Peace Corps Washington, and Peace Corps Kyrgyzstan about the activities of Friends of Kyrgyzstan, managing the membership roster/database, and running a microgrants/partner grants program in conjunction with Peace Corps volunteers in Kyrgyzstan.

In the absence, disability, or refusal to act by the President, the NPCA/Peace Corps Liaison shall perform the duties and exercise the powers of the President. The NPCA/Peace Corps Liaison may perform such other duties and have other such powers as the Board of Directors or the President may from time to time prescribe.

Section 6.4 SECRETARY/NEWSLETTER EDITOR 


The Secretary/Newsletter Editor shall keep minutes of the meetings of the Friends of Kyrgyzstan, of the Board of Directors, and of the Executive Committee or supply a substitute to keep the minutes in his/her place. The Secretary/Newsletter Editor shall send a copy of all minutes to Directors and Officers as directed by these bylaws or requested by the Directors and Officers and file the minutes as the official record of FOKGZ activities; see that all notices are duly given in accordance with the provisions of these bylaws; be custodian of FOKGZ records; respond to correspondence, both physical and virtual; and in general perform all duties incident to the offices of Secretary/Newsletter Editor and such other duties as from time to time may be assigned by the President of the Board of Directors. The Secretary/Newsletter Editor shall also be in charge of the Friends of Kyrgyzstan newsletter.

Section 6.5 TREASURER 


The treasurer shall have the custody of the Friends of Kyrgyzstan funds and shall keep full and accurate records of receipts and disbursements in book belonging to the FOKGZ, and shall deposit all money in the name and to the credit of the FOKGZ in an account designated by the Board of Directors. The treasurer shall disburse the funds of the Friends of Kyrgyzstan as may be requested by the Board of Directors or the Executive Committee, taking proper vouchers for such disbursements, and shall render to the President, at its regular meetings or when the President or Board of Directors so request, an account of all financial transactions for the Friends of Kyrgyzstan. Checks in excess of $500 shall be signed by two or more members of the Board of Directors.

Section 6.7. WEBMASTER

The webmaster will design and manage a website for the Friends of Kyrgyzstan. The webmaster will receive input from any member in good standing for content of the site. The website will list all activities the Friends of Kyrgyzstan is involved with and provide resources for people interested in Kyrgyzstan. The FOKGZ will pay for the annual site hosting fee for this site.

Section 6.6 MEETINGS OF THE EXECUTIVE COMMITTEE 


The Executive Committee shall meet, not less frequently than once a quarter, the time and place to be fixed by the President. All meetings of the Executive Committee are open to all members of the Friends of Kyrgyzstan. The meetings maybe conducted in person, by conference call, email, or what ever is appropriate to meet the needs of such a geographically diverse group. When appropriate, the President shall make a reasonable effort to notify the membership or a portion of the membership of the time and place of Executive Committee meetings, as determined by the President with the approval of the other standing members of the Committee.

Section 6.7 AD HOC MEMBERS OF THE EXECUTIVE COMMITTEE 


The President, with the approval of the other standing members of the Executive Committee, may designate the chairs of committees and the webmaster as ad hoc members of the Executive Committee. 


ARTICLE 7 BOARD OF ADVISORS

The President, subject to the approval of the Board of Directors, shall be empowered to recruit and select a Board of Advisors to the Friends of Kyrgyzstan. The members of the Board of Advisors need not be members of the Friends of Kyrgyzstan but shall be added to the mailing list as a matter of course. The members of the Board of Advisors shall be non-voting affiliates of the Friends of Kyrgyzstan available as resources for advice and counsel and participation in projects and activities of the Friends of Kyrgyzstan. Immediate past Presidents of the Friends of Kyrgyzstan shall automatically be given membership on the Board of Advisors. The term of service of members of the Board of Advisors shall be unlimited and also the number of members. The Board of Directors may remove a member from the Board of Advisors by a majority vote. 


ARTICLE 8 FINANCIAL MATTERS

Section 8.1 BUDGET 


By the second month after their election by the general membership, the Executive Committee shall prepare a budget of anticipated income and expenses of the Friends of Kyrgyzstan for that year and submit it to the Board of Directors. Upon passage by the Board of Directors, with or without modification, this budget shall be the appropriation measure for that fiscal year. No committee or activity may exceed its appropriation without the consent of the Board of Directors.

Section 8.2 FISCAL YEAR


The fiscal year shall end on the last day of December.

Section 8.3 DISSOLUTION 


Upon dissolution, the remaining assets of the Friends of Kyrgyzstan shall be disbursed in accordance with the Internal Revenue Service regulations regarding the disbursement of assets of a tax-exempt organization existing at the time of dissolution. The Board of Directors shall see researched and approved appropriate disbursement of assets.