Friends of Niger Bylaws

The organization shall be named Friends of Niger, hereinafter referred to as FON, and shall be a registerred nonprofit corporation organized under the laws of the District of Columbia.

The purpose of FON shall be to initiate and/or support activities related to Niger and its people and for the benefit of the membership of FON.

Article II - MEMBERSHIP

Any person with a personal or professional interest in Niger who applies for membership and who renders the necessary dues shall be granted membership.

There shall be three membership categories with dues set by the Board of Directors:

(a) Individual;

(b) Family/Household;

(c) Provisional (one-year free membership for new members).

Membership shall be on a calendar year basis, beginning on January 1.

Application for membership may be direct to FON or through such other organizations as may be so designated by the Board of Directors of FON.

Article III - BOARD OF DIRECTORS

The Board of Directors, hereinafter referred to as the Board, shall have the power to set all policies and direct all affairs of FON, excepting its dissolution (see Article 9.2 ).

The Board shall consist of a minimum of five (5) elected members. The Board may appoint up to an additional two (2) members. All members of the Board must be members of FON.

Elections for the Board shall take place every two (2) years, in the spring, and the newly elected Board shall take office on June 1 of the election year.

Nominations for the Board election shall be solicited in writing from all members of FON.

The five (5) candidates receiving the most votes shall be elected to the Board.

Vacancies from the elected membership of the Board may be filled by a vote of the remaining members of the Board.

Article IV - OFFICERS

The Officers of FON shall be President, Vice-President, Recording Secretary, and Treasurer. All Officers shall be members of the Board.

The Board shall select its Officers from amongst its own membership subsequent to the biannual election. Other members of the Board shall serve as Members-at-Large.

Article V - DUTIES OF OFFICERS

The President shall serve as Chairperson of the Board and as the chief executive officer of FON. In these capacities, the Chairperson shall preside at all meetings of FON and its Board, shall have general and active management of the affairs and activities of FON, and shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board. Further, the President shall prepare an annual budget for the consideration of the Board, prepare an Annual Report for distribution to the membership of FON, appoint committee chairpeople and members in consultation with the Board, and rule on items not otherwise provided for in these Bylaws.

The Vice-President shall assume the duties of the President in the instance of absence, incapacity or resignation of the President. Further, the Vice-President may perform such other duties or have such other powers as may be required by the President or as may be from time to time prescribed by the Board.

The Recording Secretary shall prepare and distribute minutes of all Board meetings to Board members and to others at the direction of the Board; maintain a permanent hardcopy record of the minutes of the Board; serve as custodian of the records of FON; maintain a hard copy register as well as an electronic database of the postal and electronic address and other related information of each member of FON; and perform such other duties, consistent with the office of Recording Secretary as may be from time to time assigned by the President or by the Board.

The Treasurer shall assist the President with the preparation of the annual budget; maintain complete financial records; deposit all monies from whatever source in an account(s) in the name of FON at an insured bank; disburse monies as requested by and approved by the Board; present regular financial reports to the Board related to income, expenditure and balances; prepare and file any reports required by governmental or other bodies; and perform such other duties, consistent with the office of Treasurer, as may be from time to time assigned by the President or by the Board.

Article VI - MEETINGS

Board meetings shall be held at least three times per year. Additional meetings may be called by the President or on the request of three (3) members of the Board.

Board meetings shall be announced as a minute of a previous Board meeting or by letter sent by first class mail or electronically to each Board member at least seven (7) days prior to the date of the meeting. In special circumstances, such announcement may be made by direct telephone call to each member of the Board. Presence at a meeting shall constitute waiver of notice by that Director.

Three (3) members of the Board shall constitute a quorum for the purpose of the transaction of business at any meeting unless otherwise specified in these Bylaws.

Minutes shall be kept at all meetings of the Board or any committee. Such minutes, upon approval by the Board, shall consittute the official record of acts of the Board.

6.5

Actions and decisions of the Board or of any committee shall be in the form of a motion made by a member of the Board or of the committee, seconded by another member of the Board or of the committee, and passed by a majority of the members of the Board or of the committee present and voting while a quorum is in effect. At any such meeting and on any such vote, any member of the Board or of a committee of the Board may request a recorded vote. Upon such a request, the minutes shall indicate who voted for and against each motion.

Article VII - EXECUTIVE COMMITTEE

The Board may designate three or more of its members as an Executive Committee of the Board. Such commitee, to the extent specified by the Board, shall have and may exercise all of the authority of the Board in the management of the affairs of FON not to exceed the expiration of the elected mandate of any given Board.

Article VIII - OTHER COMMITTEES

The Board may establish such committees as it shall from time to time deem necessary. Such committeess shall not make policy for the Board and shall not carry out any actions expressly reserved to the Board itself. The mandate of any such committee may not exceed the elected mandate of any given Board.

These Bylaws may be amended at any meeting of the Board provided that previous notice was given of the proposed amendment(s) in a manner consistent with the requirements of Article 6.2.

Dissolution of FON may be proposed by the Board as a resolution recommending that FON be dissolved voluntarily. The Board shall then direct the question of dissolution to a vote of the membership of FON. The decision shall be taken by majority vote of the members responding. The Board shall then have full power to settle the affairs of FON including the disbursement of any remaining funds to a nonprofit organization having a similar purpose.

The Board may authorize any officer or agent or agree to enter into any contract or to execute and deliver any instrument in the name and on behalf of FON.

No loans shall be contracted on behalf of FON and no evidence of indebtedness shall be issued in its name unless authorized by the Board.

All checks, drafts or other such orders for the payment of monies and all notes or other evidences of indebtedness issued in the name of FON shall be signed by such officer(s) or agent(s) of FON and in such manner as shall from time to time be determined by the Board or specified in these Bylaws.

The fiscal year of FON shall end on December 31.

The financial operation of FON shall be conducted in accordance with an annual budget submitted by the President and approved by the Board.

(as Adopted by Board Decision - January 7, 2007)