By-Laws of ACA, Inc.
BY-LAWS OF AMERICAN CITIZENS ABROAD,INC.
The name of the organization is American Citizens Abroad, Inc., hereinafter called the “Organization”.
The principal offices of the Organization shall be at 5216 Strathmore Ave., Bethesda, MD 20852, USA. The Organization shall maintain other offices at such locations as the Board may determine.
1.3 Registered Agent
The Board of Directors shall have the authority to appoint/change the registered agent and change the location of registered offices in the state of Delaware and any other state in which the Organization performs activities.
The Organizations a nonprofit organization not organized for profit but operated exclusively for the promotion of social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding provision of any future United States Internal Revenue law. In furtherance of the foregoing, the purposes of the Organization to be conducted or promoted are as follows: to foster the well-being of US citizens living outside the United States (hereinafter “Americans abroad”); to identity issues and actions that affect Americans abroad; to develop information about such issues and actions; to provide such information to Americans abroad and to governments, including the US Government; to disseminate such information to the news media and similar persons; to advocate in front of Congress, the Executive Branch and elsewhere for policies that benefit Americans abroad; and to do such acts and carry on such business and affairs as may be permitted by nonprofit corporations under the General Corporation Law of the State of Delaware (the “General Corporation Law”) and other laws of the State of Delaware and the laws of the United States of America in order to accomplish the purposes set forth in this paragraph. The Organization shall not carry on any activities the existence of which would cause it to fail to qualify as an organization exempt from tax under Section 501(c)(4) of the Code or the corresponding provision of any future United States Internal Revenue law. No part of the net earnings of the Organization shall inure to the benefit of any private shareholder or individual. The Organization shall not participate in nor intervene in (including the publication and distribution of statements) in any campaign on behalf of or in opposition to any candidate for public office.
The Board of Directors may establish such classes of members that will recognize and encourage donations and grants to the Organization. The structure of membership classes shall be established by resolution of the Board of Directors, and may be amended from time to time by subsequent resolutions. It is understood that donations to the Organizations under US income tax law will not be deductible by the donor.
3 GOVERNING BODY
3.1 Board of Directors
The property and affairs of the Organization shall be managed and controlled by a Board of Directors, which shall be composed of not less than four (4) nor more than ten (10) regular members. The initial Board of Directors shall be composed of six (6) persons. Thereafter, the numbers of Directors may be increased or decreased by a two-thirds vote of the Directors then in office. Additional vacancies created in such manner shall be filled by the Board of Directors creating such vacancies until such time as the next regular election of Directors, as set out below. A majority of the Directors shall reside abroad or have a substantial presence, permanent home or habitual abode outside the United States.
The Board of Directors shall retain complete control and discretion over all aspects of the Organization. No agreement with respect to the grant or expenditure of any funds of the Organization shall be valid or enforceable without authorization and approval of the Board of Directors. To the extent that any grants or expenditures are made to organizations outside of the United States, the Board of Directors shall impose such conditions or controls as it deems necessary and appropriate to ensure that such grants or expenditures are utilized to accomplish the purposes of the Organization.
3.2 Election and Term of Office of Directors
The initial members of Board of Directors shall serve for a period of three (3) years or until their successors are elected and qualified. Thereafter, the terms of the Directors shall be for a period of two (2) years. Any Directors subsequently appointed due to an expansion of the Board of Directors shall serve for a period of two (2) years. At the time of expiration of the terms of any or all Directors, their positions shall be filled by Directors elected by the Board, including the Directors whose terms are expiring. Prior to the first such election, the Board shall develop procedures for conducting such election, including a manner of receiving nominations. There is no limit as to the number of terms a qualified person may serve as a Director of the Organization. The Board may elect a Chairman.
Any vacancy occurring in the Board of Directors for any reason may be filled by appointment by the remaining Directors for the remaining term of the vacancy or until the successor of such appointed Director is elected and qualified.
Any Director may be removed by a two-thirds vote of the Board of Directors whenever it is determined that the best interests of the Organization will be served thereby. Cause for removal may include, but shall not be limited to, noncompliance with any policy adopted by the Board of Directors regarding attendance at meetings, participation in the affairs of the Organization or other duties of Directors. The Board of Directors shall have the authority to replace a Director removed pursuant to this section for the remainder of the removed Directors unexpired term, or until the successor of the appointed Director is elected and qualified.
3.5. Executive Director
The Board of Directors may appoint an Executive Director for a term and with such duties as the Board shall determine. The Executive Director may also serve as President.
The Board of Directors, from time to time, may create such committees, with such membership, powers and duties, as may be deemed necessary or advisable to conduct the activities and affairs of the Organization. A committee may or may not have members who are also Directors. The terms of office and procedures by which committees shall work will be determined by the Board of Directors at the time such committees are created. Procedures may be modified by the Board of Directors from time to time.
The officers of the Organization shall be a President and a Secretary, as elected by the Board of Directors. In addition, the Board of Directors by resolution from time to time may provide for and elect a Vice President and a Treasurer.
5.2 Election and Term of Office
The officers shall be elected by the Board of Directors at its annual meeting. If for any reason such meeting is not held in any year, the officers shall be elected at the next meeting of the Board of Directors. Each officer shall hold office until the next annual meeting of the Board of Directors or until his/her successor is elected and qualified, or until his/her earlier death, resignation, or removal. An individual may hold more than one office. A Director may also serve as an officer.
The President is the principal representative of and spokesperson for the Organization. The President will attend all meetings of the Board of Directors. He/she shall be authorized to sign and execute all undertakings and filings in the name and on behalf of the Organization, except in cases where the signing or execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to an officer or agent of the Organization. He/she shall have general supervision of the affairs of the Organization, and shall do and perform such other duties as may be determined by the Board of Directors from time to time.
5.4 Vice President
At the request of the President, or in the event of the President’s absence or disability, the Vice President shall perform any and all of the duties of the President. Additionally, the Vice President shall have other duties as the Board may determine from time to time.
The Secretary shall keep the minutes of all meetings of the Board of Directors. Further, the Secretary shall attend to the giving and serving of all notices of the Organization. The Secretary shall have custody of the corporate seal and properly keep, or cause to be kept, the record books of the Organization. In general, the Secretary shall have all duties incident to that office, as well as other such duties as the Board of Directors may determine from time to time.
The Treasurer shall maintain and invest the funds of the Organization as directed by the Board of Directors. The Treasurer shall keep full and accurate accounts of receipts and disbursements in the books belonging to the Organization; shall render periodic financial statements to the Board of Directors and membership; shall perform other such duties as are incident to the office; and shall undertake such other duties as are required from time to time by the Board of Directors.
5.7 Removal or Delegation
Any Officer elected by the Board of Directors shall be subject to removal by the Board of Directors with or without cause. In case of the absence of any officer or agent of the Organization, the Board of Directors may, without removal, delegate the powers and duties of such officer or agent to any other officer, agent or suitable person selected by the Board of Directors for such period as the Board may deem proper.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
6.1 Annual Meeting of the Board of Directors
Annual Meeting of the Board of Directors shall be held during the first quarter of the year, or at such other place and time as may be designated in the notice of meeting, for the purpose of electing officers, Directors at such times as there may be expired terms of such Directors, appointing committees, and engaging in other business of the Organization.
6.2 Other Board Meetings
Other meetings of the Board of Directors may be called at any time by the President or by any two Directors of the Board. Such meetings shall be held at the principal office of the Organization or at such other place and time as the Board may determine.
6.3 Notice of Meetings of the Board
Notice of each meeting, stating the time and place thereof, shall be given to each Director by mail to his/her last known post office address at least five (5) days before the meeting, or by fax, e-mail, or personal delivery at least three (3) days before the meeting. Any meeting of the Board of Directors may be held without notice if all the Directors then in office are present.
6.4 Quorum-Board Meetings
At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn the meeting from time to time until a quorum is present. Except as otherwise provided by law or in these By-Laws, any business may be transacted at any meetings of the Board at which a quorum is present, and the act of a majority of Directors present at a meeting at which there is a quorum shall constitute the act of the Board of Directors.
6.5 Action by Consent
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if written consent to such action is signed by two-thirds (2/3) of the Directors and such written consent is filed with the minutes of the proceedings of the Board.
6.6 Meeting by Telephone or Other Means
The Board of Directors may participate in a meeting by which all Directors participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at such meetings.
Attendance at a regular or special meeting shall constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
7.1 Authority to Receive and Disburse
The Organization may receive and disburse funds for such purposes as are within the scope of its purposes and powers. The Organization, upon acceptance of funds designated for a specific purpose, shall expend and administer such funds for the purposes specified.
7.2 Annual Budgets
The Board of Directors shall formulate and approve an annual budget, which shall be drawn up in accordance with accepted accounting standards.
7.3 Deposits and Investments
The funds of the Organization may be deposited in such banks of other financial institutions as may be designated by the Board of Directors, and such funds which are not required for current needs may, subject to the limitations and conditions contained in any gift, devise or bequest, be invested in such mortgages, bonds, debentures, shares of preferred or common stock or other securities, and in such other manner as the Board of Directors may direct in conformity with the law.
Financial transactions of the Organization and its books and accounts may be audited from time to time by a certified public accountant, selected by the Board of Directors.
All checks, drafts and money orders for the payment of money of the Organization shall be signed by such officers and agents with such number of signatures as the Board of Directors may specify by resolution.
7.6 Withdrawal of Securities
Securities of the Organization deposited in any safe deposit box or held by a custodian shall be subject to withdrawal for corporate purposes by such person or persons as may be determined from time to time by the Board of Directors.
8.1 Fiscal Year
The fiscal year of the Organization shall begin on January 1 and end on December 31.
8.2 Waiver of Notice
Any notice required to be given by these By-Laws may be waived by the person entitled thereto.
8.3 Corporate Dissolution
On dissolution or final liquidation of the Organization, the Board of Directors shall, after paying all lawful debts and liabilities, distribute all assets of the Organization in a manner that is permitted under then applicable US Internal Revenue Code provisions. Any remaining assets shall be distributed by a court of competent jurisdiction to another organization to be used in such manner as, in the judgment of the Court, shall best accomplish the general purposes for which the Organization was organized.
8.4 Books and Records
The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and its committees.
8.5 Indemnification and Exculpation
The Organization shall indemnify each member of the Board of Directors and its officers to the fullest extent permitted by the General Organization Law of the State of Delaware. Where the Organization must make certain investigations on a case-by-case basis prior to indemnification, the Organization hereby obligates itself to pursue such cases diligently, it being the specific intention of these By-Laws to indemnify each such person it may indemnify to the fullest extent permitted by law.
8.6 Common or Interested Officers and Directors
The officers and Directors shall exercise their powers and duties in good faith and with a view toward the best interests of the Organization. All contracts or other transactions between the Organization and one or more or its officers or Directors, or between the Organization and any entity in which one or more of the officers or Directors of the Organization are officers or directors, or are pecuniarily or otherwise interested, shall be disclosed to the full Board of Directors in accordance with the General Organization Law of the State of Delaware.
These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new By-Laws be contained in the notice of such meeting.