SOUTH EAST EUROPE DEVELOPMENT SOLUTIONS BYLAWS

ARTICLE I: Name, address, and definitions

The name of this corporation is South East Europe Development Solutions, hereafter referred to as “SEEDS” or “the Corporation.” The Corporation's principal office shall be fixed and located at such place within Ithaca , New York , as the Board of Directors shall determine.

ARTICLE II: Goals and Purpose

The purposes for which the Corporation, a nonprofit charitable organization, is formed are:

To develop, implement, and assist programs that further the preservation, reconstruction, and development of the successor states of the former Yugoslavia as stable, democratic, multi-ethnic, and economically prosperous countries.

To develop, implement, and assist programs that help the people of the former Yugoslavia recover from the physical and emotional trauma of war and rebuild their lives and their communities as a basis for lasting peace, sustainable economic growth, and inclusive participatory democracy.

ARTICLE III: Members

The Corporation shall have no members, and all corporate powers shall be exercised by or under the authority, and the business of the Corporation shall be managed under the direction, of the Board of Directors.

ARTICLE IV: Board of Directors

Section 1. Powers and Number.

The Board of Directors (hereafter also known as “the Board” or “Directors”) has general power to control and manage the affairs and property of SEEDS in accordance with the purposes and limitations set forth in the Certificate of Incorporation and these Bylaws, within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended and/or supplemented (or the corresponding provision of any future United States Internal Revenue law).

The number of Directors constituting the entire Board after the initial meeting of the Board of Directors will be set by resolution of the Board and shall be no more than seven (7), but in no event shall the entire Board consist of fewer than three (3) Directors. Each Director shall be at least eighteen (18) years of age.

Section 2. Election and Term of Office.

The initial Directors shall be those persons so designated in the Articles of Incorporation. The initial Directors shall serve until the conclusion of the initial meeting of the Board of Directors. At the initial Board meeting, the initial Directors shall elect Directors divided into three classes with one class serving an initial term of one year, one class serving an initial term of two years, and one class serving an initial term of three years. Thereafter, Directors shall hold office for three-year terms. Initial Directors are eligible for election to the Board of Directors. Directors are eligible for reelection to an unlimited number of terms.

Whoever is elected to fill an unexpired term (whether resulting from death, resignation, removal, or created by an increase in the number of Directors) shall hold office until said term expires, and be eligible for reelection to an unlimited number of terms.

Directors shall be elected by the Board of Directors in accordance with Article IV, Section 8 of these Bylaws. Election of Directors shall be held annually in November, with terms of office beginning January 1 and ending December 31. Candidates for Director may be nominated by a nominating committee appointed by the Board of Directors or by any Director. To fill vacancies or as needed, Directors may be elected at any meeting of the Board, provided at least one week’s notice of this meeting is given to the entire Board of Directors then in office.

Section 3. Removal.

Any Director may be removed at any meeting of the Board with or without cause by a vote of the Board of Directors in accordance with Article IV, Section 8 of these Bylaws, provided at least one week’s notice of this meeting is given to the entire Board of Directors then in office.

Section 4. Resignation.

Any Director may resign from office at any time in writing to the President at the time specified in the notice, and if no time is specified, at the time of its receipt by the Corporation or the President. The acceptance of a resignation by the Board of Directors is not necessary to make it effective. However, resignations will be acknowledged in writing by the President. A resignation does not discharge any accrued obligation or duty of a Director.

Section 5. Vacancies and Newly Created Directorships.

Any newly created Directorships and any vacancies on the Board arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office regardless of their number, and the new Directors so elected will serve until the next annual meeting.

Section 6. Meetings.

Meetings of the Board may be held at any place as the Board may designate, or as specified in the notice or waivers of notice thereof. The annual meeting of the Board will be held within three months of the end of the fiscal year at a time and place fixed by the Board. The Board shall hold no fewer than three (3) other regular meetings during the year.

Special meetings of the Board shall be held whenever called by a majority of the Board of Directors or the President in each case at such time and place as shall be fixed by the person or persons calling the meeting.

Directors may participate in a meeting of the Board by means of conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 7. Notice of Meetings.

Notice of the time and place of each regular or special meeting of the Board will be mailed or e-mailed to each Director, addressed to the Director at the Director's residence or usual place of business or e-mail address (or at such other address as the Director has designated in a written request filed with the Secretary), at least seven days before the day on which the meeting is to be held.

Notice of meeting will include a written agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken. Agenda items may be submitted to the Secretary by any Director.

Notice of special meetings to discuss matters requiring prompt action may be sent to a Director at such address by telegram, electronic mail, given personally or by telephone, or facsimile, not less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours.

Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. No notice need be given of any adjourned meeting.

Section 8. Quorum and Voting.

Unless greater proportion is required by law or these Bylaws, a majority of the entire Board constitutes a quorum for the transaction of business or of any specific item of business.

Except as otherwise provided by statute or by these Bylaws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. If at any meeting less than a quorum is present, the Directors present may adjourn the meeting until a quorum is obtained.

Section 9. Action by the Board.

Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all the Directors of the Board or all members of the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Board or committee will be filed with the minutes of the proceedings of the Board or committee. Any Director or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

ARTICLE V: Officers

Section 1. Officers

The Officers of SEEDS (hereafter also known as “Officers”) shall be a President, a Secretary, a Treasurer, and such other Officers, including one or more Vice Presidents, as the Board may appoint. One person may hold more than one office in SEEDS except that no one person may hold the offices of President and Secretary. The President and the Secretary must be Directors. The other Officers may, but need not, be Directors. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity.

Section 2. Election and Term of Office

The Officers of SEEDS shall be elected by a majority vote of the Directors in accordance with Article IV, Section 8 of these Bylaws for a one-year term at the annual meeting of the Board of Directors immediately following the election of Directors. Each will continue until the Officer’s successor has been elected and qualified, or until the Officer's death, resignation, or removal.

Section 3. Removal.

Any Officer of SEEDS may be removed with or without cause by a vote of the majority of the Board of Directors in accordance with Article IV, Section 8 of these Bylaws, provided at least one week’s notice of this meeting is given to the entire Board of Directors then in office.

Section 4. Resignation.

Any Officer may resign from office at any time in writing to the President at the time specified in the notice, and if no time is specified, at the time of its receipt by the Corporation or the President of the Board. The acceptance of a resignation by the Board of Directors is not necessary to make it effective. However, resignations will be acknowledged in writing by the President. A resignation does not discharge any accrued obligation or duty of an Officer.

Section 5. Vacancies.

In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected at any meeting of the Board.

Section 6. President: Powers and Duties

The President shall preside at meetings of the Board. The President has general supervision over the affairs of the Corporation and will keep the Board of Directors fully informed about the activities of the Corporation. The President shall have the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President may represent SEEDS and serve as a spokesperson on matters of established policy and positions. The President shall perform all the duties incident to the office of the President, and shall perform such other duties as may be assigned by the Board of Directors.

Section 7. Vice President: Powers and Duties.

The Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors. In the absence of the President, the Vice President shall have the powers and the duties of the President

Section 8. Secretary: Powers and Duties.

The Secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose. The Secretary shall be responsible for the giving and serving of all notices of the Corporation, shall perform all the duties customarily incident to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned to the Secretary by the Board of Directors.

Section 9. Treasurer: Powers and Duties.

The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation and shall deposit or cause to be deposited all monies, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. At the annual meeting and whenever else required by the Board of Directors, the Treasurer shall render a statement of the Corporation's accounts. The Treasurer shall at all reasonable times exhibit the Corporation's books and accounts to any Officer or Director of the Corporation, shall perform all duties incident to the position of Treasurer, subject to the control of the Board of Directors, and shall when required give such security for the faithful performance of the Treasurer's duties as the Board of Directors may determine.

Section 10. Compensation.

Any Officer of SEEDS is authorized to receive reasonable compensation for professional services rendered to the Corporation when authorized by two-thirds of the Board of Directors, and only when so authorized. No salary will be paid to Directors for serving on the Board.

ARTICLE VI: Committees

Section 1. Committees of the Board.

The Board may, by resolution adopted by a majority of the entire Board, establish and appoint an executive committee and other standing committees. The President shall appoint the Chair of each committee. Each committee so appointed shall consist of two or more Directors. The Board may, at any time, remove any member of a committee, with or without cause and may, with or without cause, dissolve the executive committee and/or other standing committees.

Section 2. Executive Committee.

The Board may appoint an executive committee which shall consist of the Officers of SEEDS and such other Directors as the Board shall determine. Provided that the designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon the Board or any Director by law, any such Executive Committee, to the extent provided by resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation except as to the following matters:

The filling of vacancies on the Board or on any committee;

The amendment or repeal of the Bylaws or the adoption of new Bylaws;

The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable;

The fixing of compensation of the Directors for serving on the Board or any committee.

Section 3. Special Committees.

Special committees may be appointed by the President with the consent of the Board and shall have only the powers specifically delegated to them by the Board. The Board or the President may, at any time, remove any member of a committee, with or without cause and may, with or without cause, dissolve a special committee.

ARTICLE VII: Contracts, Checks, Bank Accounts, and Investments

Section 1. Checks, Notes, and Contracts.

The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who is authorized in the endorsements, checks, releases, contracts, and documents.

Section 2. Investments.

The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise, including stocks, bonds, or other securities, as the Board of Directors may deem desirable.

Section 3. Loans to Board and Officers

The Corporation shall not make loans to Directors or Officers of the Corporation

ARTICLE VIII: Office and Books

Section 1. Office.

The principal office of the Corporation shall be located at such place as the Board of Directors may determine within Ithaca , New York .

Section 2. Books.

There shall be kept at the principal office of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the certificate of incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.

ARTICLE IX: Fiscal Year

The fiscal year of the Corporation shall be determined by the Board of Directors.

ARTICLE X: Indemnification

The Corporation may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by sections 721 through 726 of the Not-for-Profit Corporation Law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that the person or the person's testator or intestate was a Director, Officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney's fees.

ARTICLE XI: Amendments

These Bylaws may be amended or repealed by the affirmative vote of two-thirds of the entire Board, upon prior notice of intent to amend or repeal said Bylaws.

ARTICLE XII: Conflicts of Interest

Section 1. Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions

Interested Person: Any Director, principal Officer, or member of a committee with Board of Directors delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment or family:

  • An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or
  • A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction of arrangement, or
  • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
  • Compensation includes direct and indirect remuneration as well a gifts or favors that are not insubstantial.
  • A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Procedures

Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with Board of Director delegated powers considering the proposed transaction or arrangement

Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Directors or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest:

  • An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  • The President or a committee Chair shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  • After exercising due diligence, the Board of Directors or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  • If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested Directors or committee members whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Section 4. Violations of the Conflicts of Interest Policy

If the Board of Directors or committee has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 5. Records of Proceedings

The minutes of the Board of Directors and all committees with Board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.

The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 6. Compensation

Director who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that Director’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 7. Periodic Reviews

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for above, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted.

ARTICLE XIII: Non-Discrimination

In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for any reasons including, but not limited to, race, ethnicity, gender, sexual preference, disability, or religion.

ARTICLE XIV: Expenditure Responsibility

Section 1. Purpose of Contributions.

The Corporation shall have the power to make contributions and to render other financial assistance for its charitable purposes.

Section 2. Exclusive Power in the Board of Directors.

The Board of Directors has exclusive control over contributions, grants, and other financial assistance given by the Corporation. The Board of Directors will review all requests for funds which must be in writing and must specify the use to which the funds will be put. If the Board of Directors approves a request for funds, only the Board may authorize payment of such funds to the approved recipient.

Section 3. Refusal: Withdrawal.

The Board of Directors, in its absolute discretion, has the right to refuse to make any request for contributions, or to render other financial assistance, for any or all of the purposes for which the funds are requested. In addition, the Board of Directors, in its absolute discretion, has the right to withdraw its approval of any grant at any time and use the funds for other charitable purposes consistent with the Corporation’s purposes.

Section 4. Grants to Other Organizations.

The Board of Directors may make contributions to any organization organized and operated exclusively for charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Code or to any individual who adequately demonstrates that the use of the funds will further the charitable goals of the Corporation. Such an organization may be either a domestic or a foreign organization. If the Board of Directors approves funding to another organization for a specific project or purpose, the Corporation may solicit funds for the grant. However, contributions received by the Corporation from such solicitations are regarded as for the use of the Corporation and not for the grantee organization.

Section 5. Accounting Required.

All grantees must furnish a periodic accounting to show that the funds were expended for the purposes that were approved by the Board of Directors.

Section 6. Restrictions on Contributions.

The Corporation retains complete control and discretion over the use of all contributions it receives. Contributions received by the Corporation from solicitations for specific recipients shall be regarded as for the use of the Corporation and not for the organizations for which the funds were solicited. The Corporation refuses to accept contributions earmarked exclusively to one or more foreign organizations or to any individual.

ARTICLE XV: Parliamentary Procedure

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall be a guide to the Corporation with respect to the conduct of meetings where they are applicable and if they are not inconsistent with these Bylaws or any special rules the Corporation may adopt.

THE FOREGOING DOCUMENT IS A TRUE AND ACCURATE COPY OF THE BYLAWS OF the South East Europe Development Solutions corporation, DULY ADOPTED BY THE BOARD OF DIRECTORS AT THE BOARD MEETING OF MARCH 22, 2006